&. CANCELLATIONS, RESCHEDULES AND OTHER MODIFICATIONS. Buyer must
advise Seller of cancellations, reschedules or other sales order modifications no later than
fiteen business days prior to ship date for Eaton's Wright Line Business manufactured
product. For order cancellations of Eaton's Wright Line Business manufactured product,
Buyer must alsa provide written notice of cancellation to Seller prior ta ten business days
before ship date and payment of reasonable and prope: cancellation charges which will, in
accordance with good accounting practices, satisfy all costs incurred by Seller, together
with its proportionate profit on sush costs. For Third Party products the Buyer shall comply
with the cancellation, rescheduling and order modilicatian terms of the Third Party
Provider,
9. WARRANTY. Eaton's Wright Line Business (Seller) warrants to tha original purchaser
{“Buyer’) that its products are free from defecis in materials and workmanship for the
Sollowing warranty period applicable to the product (the “Applicable Warranty Period’): The
Applicable Warranty Period for a product manufactured and sold by Seller under the
Eaton's Waght Line Business brand name shall be the period of time that the original
purchaser owns the product. The Applicable Warranty Period fer al) other products, or
components purchased by Eaton’s Wright Lina Businass and integrated into Eaton's
Wright Line Business manufactured products, sold by Seller, shall be the warranty as
outlined in the original manufacturer's waranty. This warranty does not cover any damage
fo custonter squipment that is caused by an AC power disturbance or any other causes
unrelated ta the quality and/or {unctionality of Seller's products. No claims under this
warranty will be valid untess Buyer notifies Seller in writing within a reasonable time of its
discovery of tha defect, but in any event prior to the expiration of the Applicable Warranty
Period for such product. This warranty doas nat cover ordinary maintenance, wear and
tear within the nomial consumable life of a product, abusa, improper use, alterations,
repairs and installations which have not been perlonned by an authorized Seller's
representative, and products which have not been maintained or operated in accordance
with Seller's written instructions. THE FOREGOING WARRANTY |S EXCLUSIVE AND [IS
IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER,
ENCLUDING BUT NOT LIMITED TO IMPLIEO WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. Satlar will repair or replace, at ts
option, any products {er parts thereof) which are covered by this warranty and which are
found to be dafactive. Seller may provide a substitute preduct of equal or higher value to
resolve a warranty claim. No such repair, substitution or replacament will extend the
Applicable Warranty Period. When a warranty claim arises, Buyer must contact Seller to
arrange relum shipment to Seller, with ireight prepaid by Buyer, The risk of loss or
damage te any producis reiurned to Seller will be with Buyer. THE REMEDY OF REPAIR
OR REPLACEMENT PROVIDED FOR HEREIN IS BUYER'S EXCLUSIVE REMEDY IN
THE EVENT OF BREACH OF THIS WARRANTY. IN ADDITION, SELLER SHALL NOT
BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR
FOR ANY LOSS, DAMAGE OR EXPENSE ARISING FROM THE SALE, USE OR
INSTALLATION OF THE PRODUCTS OR FROM ANY OTHER CAUSE WHATSOEVER,
WHETHER BASED ON WARRANTY {EXPRESSED OR IMPLIED) OR CTHERWISE
SASED ON CONTRACT, OR ON TORT, OR REGARDLESS OF ANY ADVICE OR
REPRESENTATIONS THAT MAY HAVE BEEN RENOERED BY SELLER OF ITS
AGENTS OR REPRESENTATIVES CONCERNING THE SALE, USE OR
INSTALLATION OF THE PRODUCTS,
10. LIMITATION OF LIABILITY. SELLEA WILL NOT BE LIAGLE UNDER ANY
CIRCUMSTANCES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LASOR
COSTS, ARISING FROM THE SALE, USE OR INSTALLATION OF THE PRODUCTS,
FROM THE PRODUCTS BEING INCORPORATED INTO OR SECOMING A
COMPONENT OF ANOTHER PRODUCT, FROM ANY BREACH OF THIS
AGREEMENT OR FROM ANY GTHER CAUSE WHATSOEVER, WHETHER BASED
ON WARRANTY (EXPRESSED OR IMPLIED} OR OTHERWISE BASED ON
CONTRACT, OR ON TORT OR OTHER THEORY OF LIABILITY, AND REGARDLESS
OF ANY ADVICE OR REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY
SELLER OF SELLER'S AGENTS OR REPRESENTATIVES CONCERNING THE SALE,
USE OR INSTALLATION OF THE PRODUCTS. UNDER NO CIRCUMSTANCES SHALL
THE AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE
SALE, USE OR INSTALLATION OF THE PRODUCTS OR FROM ANY OTHER CAUSE,
EXCEED THE PRICE OF THE PRODUCTS OR SERVICES ON WHICH SUCH
LIABILITY 1S BASED.
11. PATENTS, TRADEMARKS AND COPYRIGHT INDEMNITY. If Buyer has not provided P'
specilications, Sellar shall indenimify Buyer from any and all damages and cosis, including
reasonabie atiomey's lees, for United States patant, trademark or trade nama, or
copyright infringament arising by reason of tha sale or use of any goods sold to Buyer,
E-TeN
Powenng Suangas Vibrideedto
Eaton Corporation
Electrical Sector
1111 Superior Avenue
Cleveland, OH 44114
United States }
877-ETN-GARE (877-386-2273) / Eaton.com:
© 2013 Eaton Corporation {
Al Rights Reserved
Publication No. COR179FXA/0212
provided ihat Seller is properly notilied at the outset of any such claim or suit and Buyer
offers Seller {uli and exclusive control of the dafanse of such suit whan products of Seller
only are involved thergin, and the right to panticupate in the delense of such suit whan
products other than those of Seller are also involved therein. Seller shall hava no indemnity
obligation if the alleged infringement is based upon: {/) a modification made by Buyer to
products tumished by Satier, or (ji) the use of products tumished by Seller with other
preducts where the products furnished by Seller do net in thamse'ves iniringe. Buyer shall
indemnify Seller agains! any and all damages or costs. including reasonable attomey's
fees, for patent, tradamark or trade name, of copyright infringement in any way rising out of
the preparation or manufacture of ary goods in accordance with Buyer's specifications.
12, INDEMNITY. Sellar shall defend, indemnify and hald harmless Buyer, its officers,
amployess and agents, from and against any and ail claims, liabilities, damages, demands.
losses, causes of action and suits, including reasonable attomey’s fees incident therato, to
the extent they result directly from or out of (1) any injury to or death of any person or
damage to or dastruction of any property caused by ihe nagligant acts, errors, amissions or
wilful misconduct of Seller, its agents ar employees, and {2} any violation by Saar, its
employees or agents af federal or state law, regulation, order, rue or of any other
govemmental authority having jurisdiction.
13, EXCUSABLE DELAYS. Seller shall not be liable for delays or fadure ‘n performance ot
an order or default in delivery arising out of, ar resulting rom, causes beyond its control and
without iis taull or negligance. Such causes nclude, but are not lirnited to, acts of God, acts
of Buyer or of the govamment, or of a public enemy, fire, flood, epidemic, quarantine
restrictions, strikes, freight embargoes, unusual’y severe weather, or default of suppliers
dua to any such causes.
14, ASSIGNMENT. Guyer shail not assign any order or any interest therein without the
written consent of Seller. Any such actual of attempted assignment without Seller's prior
writtan consent shall entitle Seller to cancel the order upon written notice to the Buyar.
15, ENGINEERING CHANGES. In the event Seller changes the dasign of any of the goods
described on the order, either as to construction or materials used, but not as fo function,
Buyer agrees to accept such changed goods in fufillment of the Sales Order.
16, VALIDITY OF SEPARATE CLAUSES. if any provisions of this agreement shalt be held
to be invalid, Illegal, or unenforceable, the validity, legality, or enforceability of the remaining
provisions shall not be affected or impaired thereby.
17. LIMITATION OF ACTIONS. Any cause of action arising from the agreement ar the
breach of it must ba commencad within two years after the cause of action secrues.
18, GOVERNING LAW. Tha interpretation, construction and validity of the Agreement shall
ba governed by the taws of the Commonwealth of Massachusetts.
19, PROVISIONS FOR INTERNATIONAL TRANSACTIONS. The following provisions
2pply to sales fo customers located outside the United States: {a} the 1980 United Nations
Conventions on Contracts for tha Intemational Sa‘a of Goods shall net apply: fb) except as
otherwise specified, terms of delivery are Ex-Works {within the maaning of INCOTERMS
1990} and all customs feas, import duties, cargo insurance, taxes and othar charges
imposed on oc relating to the purchase or sale of the products shail be paid by Buyer in
addition te the stated price; (c} except as otherwise spacilied, payment shall be mage by
issuance to Seller of an ‘rrevocabie letter of credit which (i} Is issued and confirmed by a
U.S. bank acceptable to Seiler (ii) is governed by the Uniform Gustoms and Practice for
Documentary Credits (1CO Publication No.500 effective January 1,1994) and otherwise
acceptable in form and substance ta Sellar, and (iii} provides for payment to Sellar of the
full amount af the purchase price pius pre-paid freight in U.S. dollars upon presentation by
Sailer of sight draits, Seltar’s invoice and such other documents as shall bs required by the
letter of cradit. All banking and other chargas lor such letter of credit shall ba for the
account of Buyer; (¢) pnces Include Seller's standard commercial expon packaging which
may vary depending on whether shipment is made by air, land or sea. Buyer will baar any
additional expensas required to satisfy Buyer's specilications. Packages will be marked in
accordance with Buyer's ‘nstructions, if any. Selfer shall furnish packing lists and such other
information as may be necessary tc enable Buyer's agent to prepare documents required
for export shipment, Buyer shall supply Seller with all necessary information and assistance
for the most expeditious clearance of such shipment through customs; (6) all shipments
hereunder are subject to compliance with U.S. Export Administration Act as amended,
regulations thereunder and all other U.S. jaws and regulations concerning exports. Buyer
agrees to comply with all such laws and regulations concerning the use, disposition,
re-export and sala of the products provided hereunder.
20. RETURNS. Due to the unique, highly configured and custom nature of Seller's
roducts, retums for manufactured products from Buyer will not be accepted for reasons
other than Claims as defined in paragraph &. Sailer will pass trough to Buyer any return
policy for Third Party Manufacturers to tha axtant possible,
To Renee Pease een ele
local distributor, please visit
www.eaton.com/wrighiline or call
800-225-7348
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