Terms and Conditions of Service

1. DEFINITIONS: As used in this Agreement: (1.1) “Power Module” shall mean the electronics portion of a UPS; (1.2) “Battery” shall mean the electric storage battery portion of a UPS; (1.3) “Power System” shall mean the Power Module and Battery; (1.4) “Owner” shall mean the end user of a purchased Power System; (1.5) “Proper” and all of its derivative forms shall mean in accordance with published manufacturer’s specifications. (1.6) “Purchaser” or “Customer” shall mean the purchaser of this service agreement. (1.7) “Contractor” shall mean UniPower LLC.

2. ELIGIBILITY: All equipment is subject to inspection by UniPower LLC prior to eligibility for any service under this agreement. Purchaser is subject to charges for this inspection service at prevailing time and material rates.

3. COVERED EQUIPMENT: “Covered Equipment” shall mean the power system equipment listed on the front page of the UniPower LLC Support Agreement, or on separate titled page incorporated into this agreement. If pre-contract inspection is required for eligibility, a list of Covered Equipment will be provided at that time and become incorporated into this Agreement.

4. HOURS OF SERVICE: UniPower LLC will provide service during the Principal Period of Maintenance (PPM), which is defined as normal business hours (Monday through Friday, 8:00 AM to 5:00 PM, alternately described as: “5 X 8 service”) excluding Holidays as observed by UniPower LLC. The Contracted Period of Maintenance (CPM) is the PPM along with any additional optional extended hours of coverage purchased by the Customer and would exclude all contractor observed Holidays for planned maintenance activities. (Alternately described as “7 X 24 service”, if purchased)

5. SCOPE OF SERVICES:

1. Start Up Service – UniPower LLC will provide Start Up services, when purchased by Customer, during the CPM, for new, used or relocated equipment. Start Up services will be limited to visual and mechanical inspections of the installation, electrical prechecks, initial equipment energization, verification of system operation, and user operational training as defined by UniPower LLC. UniPower LLC reserves the right to invoice Customer at prevailing rates for delays or correction of conditions beyond the control of UniPower LLC, including but not limited to: postponements, cancellation, or delays of work while in route to, or at equipment location, performance of service not covered by equipment warranty or other valid service agreement, correction of shipping or transit damage, correction of installation errors, except where UniPower LLC has installed or supervised the installation of the equipment.
2. UniPower LLC Respond Service – UniPower LLC will provide maintenance materials and repair labor necessary to maintain the Covered Equipment in good operating condition during the CPM. Maintenance parts removed for replacement shall be UniPower LLC property. Replacement maintenance parts supplied by UniPower LLC shall become Customer’s property. Maintenance parts used of Customer-owned spare parts kit shall be replaced by UniPower LLC. Replacement maintenance parts shall be new or of same quality as new.
3. Response Time – UniPower LLC will normally arrive at the equipment’s location within eight (8) CPM hours following Customer’s request for remedial maintenance, provided the Installation Location is within one-hundred (100) miles of an UniPower LLC service location. (If optionally purchased: four (4) CPM hours, provided the Installation Location is within fifty (50) miles of a UniPower LLC service location).
4. Battery Coverage – If purchased, UniPower LLC will provide UPS battery remedial maintenance during the CPM, including all maintenance parts and labor necessary to maintain the Covered Battery Equipment in good operating condition, upon the following conditions: (i) The subject UPS battery system is the UniPower LLC manufactured, “line-up-and-match” integral valve-regulated cabinet battery system; (ii) The battery was installed less than four (4) years prior to the commencement of the service coverage. In no case shall the coverage period extend beyond five (5) years from the installation date; (iii) The battery has not been subjected to neglect, misuse, misapplication and operating conditions, environment, and maintenance are in accordance with manufacturer’s recommendations.
5. UPS Minor PM Inspection – If optionally purchased, UniPower LLC will provide Performance Check of the Power System during the CPM. Performance Check may be performed concurrent with remedial maintenance at UniPower LLC’s discretion. Frequency and scope of UPS Performance Checks will be based on UniPower LLC’s recommendations for the Covered Equipment. If separately provided from remedial maintenance, UniPower LLC’s sole obligation will be to provide Customer with a sixty (60) day period to schedule the UPS Performance Check, sixty (60) days prior to commencement of that period.
6. UPS Major PM Inspection – UniPower LLC will provide, if purchased, scheduled maintenance of the Power System during the CPM. Frequency and scope of UPS Major PM Inspection will be based on UniPower LLC’s recommendations for the Covered Equipment. UniPower LLC’s sole obligation will be to provide Customer with a sixty (60) day period to schedule the UPS Performance Check, sixty (60) days prior to commencement of that period.
7. Battery Preventive Maintenance – UniPower LLC will provide, if purchased, scheduled periodic maintenance of the UPS battery during the CPM. Scheduled maintenance may be performed concurrent with remedial maintenance of Power Module at UniPower LLC’s discretion. Frequency and scope of Battery Preventive Maintenance will be based on industry standards and include at minimum, one (1) inspection visit per year for valve-regulated (sealed) type systems and four (4) inspections per year for flooded (wet) type systems. If separately provided from Power Module remedial maintenance, UniPower LLC will provide Customer thirty (30) days notice to schedule inspection at a mutually convenient time during the CPM.
8. Labor and Material Rates – For all corrective maintenance, outside the scope of purchased services, Customer will be billed at current contracted customer rates.

6. ENGINEERING CHANGES/INFORMATION: All changes deemed necessary by UniPower LLC will be installed during scheduled maintenance visits during the CPM. Other changes, deemed optional by UniPower LLC, will be offered to the Customer on an as-available, per charge basis. All information of the Owner shall be deemed non-confidential and Contractor will be under no duty of non-disclosure unless both parties execute Contractor’s Standard Reciprocal Non-Disclosure Agreement.

7. OWNER’S RESPONSIBILITY:
A. Communication – The Owner shall communicate only with the UniPower LLC’s Customer Service Center regarding all service and all other matters arising out of or relating to this Agreement.
B. Movement – If covered equipment is moved to another location in the 50 U.S. States or District Of Columbia, coverage will continue upon the following conditions: (i) Customer shall notify UniPower LLC in writing at least thirty (30) days in advance of equipment power-down; (ii) UniPower LLC reserves the right to supervise the power-down, disconnection, rigging, packing, movement, unpacking, reinstallation, and re- start of the new system. This service will be charged at UniPower LLC then current contracted customer service rates; (iii) Resumption of coverage under this agreement is subject to acceptance of Covered Equipment at the new location.
C. Safety – The Customer shall, at all times during the provision of services hereunder, have a representative present at the maintenance sites at no cost to, and solely for the safety of, UniPower LLC.
D. Access – In order that UniPower LLC may perform it obligations under this agreement, Customer shall grant ready access to the Covered Equipment subject to reasonable security requirements.

8. TERM AND TERMINATION: This Agreement and all that is stated herein shall automatically be renewed for successive periods at the prices in effect at the time of renewal. In the event either party to this Agreement elects not to renew this Agreement, then such party shall provide thirty (30) days written notice prior to the renewal date. The Owner will be provided with written notice of renewal, sixty (60) days prior to expiration, stating the prices for the applicable renewal term prior to each renewal date.

9. INSURANCE: Contractor will, at its own cost and expense, obtain and maintain in full force and effect the following insurance with sound and reputable insurers during the term of this Agreement: (1) Worker’s Compensation insurance in accordance with the statutory requirements of the state in which the maintenance is to be performed, (2) Automobile Liability insurance on all motor vehicles licensed for highway use, both owned and non-owned, and, (3) Comprehensive Liability insurance for bodily injury and property damage.

10. WARRANTY: Contractor shall perform all maintenance in a professional and workmanlike manner. THIS WARRANTY IS OWNER’S SOLE REMEDY AND IS EXPRESSLY IN LIEU OF, AND THERE ARE NO OTHER, EXPRESSED OR IMPLIED GUARANTEES OR WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. Contractor’s obligation under said Warranty is conditioned upon receipt of all payments due from Owner including interest charges, if any.

11. ASSIGNMENT: Neither Owner nor Contractor may assign this Agreement or any of its rights hereunder or delegate any of its duties hereunder without prior written consent of the other.

12. INDEMNITY: Contractor assumes no responsibility for any damage or injury to any persons and property except such damage or injury that may be held to result solely and directly from or out of (1) any grossly negligent performance by Contractor of its obligations under this Agreement or, (2) any willful misconduct on the part of the Contractor, its agent, or employees.

13. LIABILITY: Notwithstanding anything in this Agreement to the contrary, Contractor shall not be liable for any indirect, incidental, special or consequential damages, such as, but not limited to, loss of anticipated profits, good will, or other economic loss in connection with, or arising out of the existence of, the furnishing, functioning, or the Owner’s use of any item of Equipment or services provided for in this Agreement, whether or not the possibility of damage was disclosed to Contractor or could have been reasonably foreseen by Contractor.

14. GENERAL: Notwithstanding anything in this Agreement to the contrary, either Owner or Contractor may terminate this Agreement at any time, upon thirty (30) days written notice, if and only if the other fails to perform any of its material obligations hereunder and fails to: (1) commence cure of such failure upon receipt of notice thereof; and (2) diligently complete that cure. This Agreement shall not be binding upon Contractor and Contractor shall be relieved of any and all obligations, liabilities, and responsibilities hereunder with regard to any Power Module and/or Battery that has been subject to neglect, accident, fire, flood, lightning, vandalism, acts of God, misuse, misapplication, incorrect connection or external damage or that has been subject to repair or alteration not authorized by Contractor in writing. Owner shall be invoiced for, and shall pay for, all services not expressly provided for by the terms hereof, including, without limitation, site calls involving an inspection which determines no corrective maintenance is required. The terms and conditions of this Agreement cannot be modified or waived except by a writing signed by the parties hereto and waiver by Contractor or Owner of any provision hereof in any one instance shall not constitute a waiver as to any other instance. If a provision of this Agreement is invalidated for any reason, this Agreement remains binding except for such invalid provision. All payments are due Net 30 days in full, and any payment not made when due shall be subject to a late payment charge of 1.5% per month or fraction thereof, or maximum permitted by law, whichever is less. Additionally, if any payment is not made when due, Contractor reserves the right to refuse to provide any further services until such payment and the applicable late payment fee has been received. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. Owner/Purchaser and UniPower LLC hereby agree that all disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the State and Federal Courts located in the Commonwealth of Pennsylvania.