Vertiv Canada ULC User Manual

VERTIV CANADA ULC
TERMS AND CONDITIONS OF SALE

Vertiv Canada ULC is herein referred to as the “Seller” and the customer or person or entity purchasing goods, parts and/or services (“Goods”)
and/or licensing software and/or firmware which are preloaded, or to be loaded into Goods (“Software”) from Seller is referred to as the “Buyer.”
These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller’s scope of work or invoice from Seller relevant to the
sale and/or license of the Goods and licensing of Software and all documents incorporated by specific reference herein or therein, constitute the
complete and exclusive statement of the terms of the agreement governing the sale of Goods and/or license of Software by Seller to Buyer. Seller’s
acceptance of Buyer’s 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 dierent from or additional to the terms and conditions of Buyer’s purchase order. Buyer’s acceptance of the Goods and/or
Software will manifest Buyer’s assent to these Terms and Conditions. Seller reserves the right in its sole discretion to refuse orders.

1. Prices. Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for the Goods and/or Software shall remain in
eect for thirty (30) days after the date of Seller’s quotation, Seller’s scope of work or acknowledgment of Buyer’s order, whichever occurs first,
provided an unconditional authorization from Buyer for the shipment or sale of the Goods and/or 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 and/or Software at the time of shipment, delivery or installation, as shall be determined solely by Seller. All prices and license
fees are exclusive of 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, parts (“Parts”) that are required for the performance of services will be furnished
at Seller’s then-prevailing prices. A service charge of $19.99 will be added to all orders which, excluding shipping charges, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be changed by Seller at any time, without notice.

2. Taxes. Any current or future tax or governmental charge (or increase in same), including without limitation Goods and Services Tax, sales
tax, excise tax, use tax, environmental levies and import/export duties, aecting Seller’s costs of production, sale, or delivery or shipment, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery, storage, processing, use or consumption of
Goods, Parts and/or Software, shall be for Buyer’s account and shall be added to the price. Seller may elect to add taxes to the price or bill Buyer
separately, absent the receipt of a valid exemption from Buyer. Quoted or estimated prices referenced by Seller do not include any taxes unless
otherwise expressly indicated.

3. Terms of Payment. Unless otherwise specified by Seller, terms are net thirty (30) days from date of Seller’s invoice in Canadian 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 attorneys’ fees, relating to the collection of past due amounts. If any payment owed
to Seller is not paid when due, it 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. Should Buyer’s financial responsibility become unsatisfactory to Seller, cash payments
or security satisfactory to Seller may be required by Seller for future deliveries of Goods and/or Software. If such cash payment or security is
not provided, in addition to Seller’s other rights and remedies, Seller may discontinue deliveries. Buyer hereby grants Seller a security interest
in all Goods and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods and/or Software are fully paid
for in cash, and Buyer, upon Seller’s demand, will execute and deliver to Seller such instruments as Seller requests to protect and perfect such
security interest. In the event of bankruptcy or insolvency of Buyer, or in the event of any proceedings brought against Buyer, voluntary or
involuntary, under bankruptcy or any other insolvency laws, Seller shall be entitled to cancel any orders then outstanding at any time and Seller
shall receive reimbursement for its reasonable and proper cancellation charges.

4. Shipment and Delivery. While Seller will use all reasonable commercial eorts to maintain the delivery date(s) and/or performance date(s)
acknowledged or quoted by Seller, all shipping dates and/or performance dates are approximate and not guaranteed. Seller reserves the right
to make partial shipments. Seller, at its option, 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 Canada, 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 Canada. All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW) Seller’s Shipping Point basis, per
Incoterms 2010, with Seller responsible to load goods on Buyer’s nominated vehicle. Any claims for shortages or damages suered 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 at the time 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 to new freight terms and billed at the price in eect at the time of the
request for change. Any request for changes to quoted transportation modes must be submitted in writing to Seller and are subject to Seller’s
acceptance and adjustment in freight price. The transportation costs quoted by Seller may be changed by Seller without notice in order to
reflect Seller’s prices at the time of shipment and will reflect any market increase in transportation costs. If a price for delivery has been quoted,
any changes at the destination for transportation modes, spotting, switching, handling, storage and other accessorial services and demurrage
shall be borne by the customer, and any related increase in transportation charges shall be added to the quoted price.

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VERTIV CANADA TERMS AND CONDITIONS OF SALE

5. Buyer’s Inspection. Buyer shall inspect Goods and/or Software delivered to it by Seller immediately upon receipt, and, any course of dealing
to the contrary notwithstanding, failure of Buyer to give Seller notice of any claim within 30 days after receipt of such Goods and/or Software
shall be an unqualified acceptance of such Goods and/or Software. Buyer, at its option and expense, may inspect and observe the testing by
Seller of the Goods and/or Software for compliance with Seller’s standard test 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.

6. Returned Goods. Advance written permission to return Goods and/or Software must be obtained from Seller. Such Goods must be current,
unused, catalogued Goods still in original packaging and must be shipped, transportation prepaid, to Seller. Returns made without proper
written permission will not be accepted by Seller. If applicable, credit for such returned Goods will be at the billing price or current price,
whichever is lower, from which will be deducted an inspection and repacking charge and the cost of any reconditioning. Seller reserves the
right to inspect Goods prior to authorizing return.

7. Limited Warranty. Subject to the limitations of Section 8, Seller warrants that the Goods and/or Software sold by Seller will be free from
defects in material and workmanship and meet Seller’s published specifications at the time of shipment or performance under normal use and
regular service and maintenance for a period of one (1) year from the date of shipment or performance by Seller, unless otherwise specified by
Seller in writing. Consumables, including, without limitation, glass parts and electrodes, membranes, liquid junctions, electrolytes and reagents,
o-rings, plastic tubes, elastomers, etc. are warranted to be free from defects in material and workmanship under normal use and service for
a period of ninety (90) days from the date of shipment by Seller. Thermal Solution Components, including but not limited to, fans, air-to-air
heat exchangers, air conditioners, emergency DC vent systems and filtered thermal vent systems are warranted to be free from defects in
material and workmanship for a period of twelve (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 (iii) in the event
of accidental or intentional shut-o, a Thermal Solution Component will not be restarted for at 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 purchased by Seller from a third party for resale to Buyer (“Resale
Products”) shall carry only the warranty extended by the original manufacturer. Seller warrants that it will perform services as described in this
agreement and will exercise all reasonable skill, care and due diligence in the performance of the services and shall perform the services in
accordance with professional practice. Seller warrants that all services performed shall be free from faulty workmanship for a period of thirty
(30) days from completion of services. Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of Parts and
which are assignable. Goods and/or Software repaired or replaced during the applicable warranty period will be returned to Buyer at Seller’s
expense and will be covered by the foregoing warranties for the remainder of the original warranty period or ninety (90) days from the date of
shipment, whichever is longer. Except as specified above, Parts furnished hereunder are furnished AS-IS, WHERE-IS, WITH NO WARRANTY
WHATSOEVER. THE WARRANTY SET FORTH IN THIS SECTION 7 AND THE WARRANTY SET FORTH IN SECTION 11, 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. BUYER ACKNOWLEDGES THAT IT IS NOT PURCHASING THE PARTS AND/OR SERVICES
FOR PERSONAL, HOUSEHOLD, FAMILY OR DOMESTIC USE. These warranties do not extend to any losses or damages due to misuse,
accident, abuse, neglect, normal wear and tear, negligence (other than Seller’s), unauthorized modification or alteration, use beyond rated
capacity, unsuitable power sources or environmental conditions, improper 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 Seller’s quotation, and in the
event that actual operating conditions or other conditions dier from those represented by Buyer, any warranties or other provisions contained
herein which are aected by such conditions shall be null and void. Buyer assumes all other responsibility for any loss, damage, or injury to
persons or property arising out of, connected with, or resulting from the use of Goods and/or Software, either alone or in combination with other
products/components.

8. Limitation of Remedy and Liability. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER (OTHER
THAN THE WARRANTY PROVIDED UNDER SECTION 11) SHALL BE LIMITED TO, AT SELLER’S SOLE OPTION, REPAIR, CORRECTION OR
REPLACEMENT, OR REFUND OF THE PURCHASE PRICE UNDER SECTION 7. 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 IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE

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