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Wholesale Electric Caribe Service Terms

The following Terms and Conditions govern the attached Service Contract between Customer and the company (Wholesale Electric Caribe Inc. Services - WECIS). The Service Contract, these Terms and Conditions, and any documents incorporated by reference therein shall hereafter be referred to as the “Agreement”. In the case of a conflict between these Terms and Conditions and the Service ticket, these Terms and Conditions shall prevail.

Definitions:

“Start-up” means inspection, testing and product programming at the End User’s site and verification by the Company that the Product is in substantial conformance with the Specifications.

“Commissioning,” means on site Start-up and testing of the Products, in accordance with the Company’s standards.

"Services" means the Start-up, Commissioning, repair, and/or maintenance activities to be performed by the company pursuant to this Agreement.

1. PROVISION OF SERVICES AND CERTAIN CONDITIONS

1.1 Installation. If installation is provided for, the Company shall install the Product in good working order at the designated location in accordance with the standards agreed to between the parties. Company shall not be liable for any differing, subsurface, latent or concealed conditions encountered in the performance of any Services. The existence of such differing, subsurface, latent or concealed conditions shall constitute a Change Order.

1.2 Site Preparation. Any specific environmental conditions, which are required for the provision of the Services, shall be the responsibility of Customer unless otherwise specified herein. The Company shall be entitled to rely on the sufficiency and accuracy of any documentation or data, whether written or oral, provided by Customer to the Company regarding site conditions and site preparation requirements.

1.3 Health and Safety. If the Customer is subject to health and safety laws or regulations which are more stringent than the health and safety standards governing Company, or if Customer elects to operate under more stringent health and safety standards than those to which Company is subject, and Customer requires the Company to comply with those higher standards, the Company shall be entitled to charge the Customer any extra costs incurred in so complying. Furthermore, the Company may refuse, without any liability to Customer whatsoever; to perform in whole or in part the Services provided for in this Agreement if the site presents unhealthy or unsafe conditions.

1.4 Relocation. If Customer relocates any of the Products which are subject to the terms of this Agreement without the Company agreeing to perform maintenance work as provided under this Agreement at the new site, the Company shall have the right, without any liability to Customer, to terminate the portion of the Agreement that relates to the new site without any liability to Customer. Any such termination shall not relieve Customer of any maintenance fees to be paid or invoices due under this Agreement.

1.5 Site Access. The Company shall have reasonable access to the sites and the Products specified in this Agreement. The Company will be entitled to charge the Customer at its normal rates for the time lost by the Company’s employees as a result of delays from the Customer in granting access to the site.

2. WARRANTIES

2.1 Service Warranties. Company warrants that the Services to be performed hereunder shall be performed in accordance with recognized professional standards customary in the industry in which the Services are being performed. Should the Services fail to comply with such standards, the Company agrees to re-perform such deficient Services at no cost to Customer provided that the Company has received written notification within thirty (30) days following the completion of the specific Services giving rise to the claim. FURTHERMORE, CUSTOMER AGREES TO HOLD THE COMPANY HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN STRICT ACCORDANCE WITH THE CUSTOMER’S SPECIFICATIONS OR DIRECTIONS WHICH ARE CONTRARY TO THE TERMS OF THIS AGREEMENT OR THE COMPANY’S STANDARD PRACTICES.

2.2 Exclusions. The Company shall not warrant nor is the Company required to provide any Service on any Product defects (i) resulting from (a) the Product being modified by any person other than the Company, (b) incorrect use of the Product (c) unsuitable environmental conditions, or (d) causes not attributable to the Product, or (ii) which were not apparent at the time of the Service visit.

3. LIMITATION OF LIABILITY

3.1THE COMPANY’S MAXIMUM LIABILITY TO CUSTOMER FOR DIRECT DAMAGES WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT. THE FOREGOING LIMITATION WILL NOT REDUCE THE COMPANY’S LIABILITY FOR BODILY INJURY CAUSED BY THE COMPANY’S NEGLIGENCE.NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

4. TERMINATION FOR NONPAYMENT

4.1 Company may terminate this Agreement, or any portion thereof, if Customer fails to pay when due any amounts due pursuant to any Purchase Order and such failure continues for a period of thirty (30) days after written notice is given to Customer.