12.31.2022

1.General: Services provided under this agreement will be performed during normal working hours (Monday-Friday, 7:30 a.m. – 4:00 p.m.), unless otherwise agreed upon. Only RALCO Electric Inc.’s (“RALCO”) personnel are authorized to perform the work included in the scope of this agreement. RALCO may, at its option, cancel this agreement should non-authorized individuals perform such work.  We guarantee all equipment prices quoted in this agreement shall remain firm for a period of thirty (30) days.  After 30 days, any increase in the price of the equipment and subcontracted work shall be passed on to the Customer. Any Sales, Use or similar taxes imposed by any governmental authority shall be added to the price quoted to be paid by the Customer unless a valid Sales Tax exemption certificate is furnished to RALCO.  RALCO will be allowed to operate equipment as necessary to perform its services.  All extra work will be performed only at Customer’s written direction and will be performed at RALCO’s prevailing rates or at lump sum prices. Extra work shall include responding to abnormal conditions, changes in scope of work and/or undisclosed or hidden conditions. Work under this agreement does not include repairs or replacements necessitated by reason of Customer negligence or misuse. In the event RALCO commences a legal action in order to enforce any rights under this agreement, RALCO shall be entitled to collect all court costs and reasonable attorney’s fees, as determined by the Court.

2.Payments: RALCO may require Customer to make full or partial payment prior to commencement of its work hereunder. Should RALCO agree to invoice Customer, Customer agrees to pay invoices within thirty (30) days of receipt. Any invoice not paid when due shall be subject to a interest charge of one and one-half percent (1½ %) per month or portion thereof. RALCO reserves the right to cancel and/or stop work under this agreement without notice, should payment become forty-five (45) days or more delinquent.

3.Suspension: If the Customer elects to suspend work under this agreement, the Customer shall, in writing, notify RALCO at least one (1) week in advance of the suspension date; this notification shall indicate the anticipated suspension period. RALCO shall advise the Customer of any price adjustment resulting from the planned suspension of the work. The price adjustment will be based on RALCO’s ability to reasonably relocate manpower and any materials and equipment during the suspension period. RALCO reserves the right to terminate this agreement in the event that the period of suspension is determined by RALCO to be excessive, at RALCO’s discretion. In the event that RALCO elects to terminate this agreement, Customer shall be responsible to pay RALCO for all of its labor and material, plus reasonable overhead and profit to date of termination. In the event that RALCO has scheduled its work and Customer delays the start of RALCO’s work, or during the course of performance if the Customer delays or disrupts RALCO’s work, Customer shall be responsible for all RALCO’s damages as a result of such delay.

4.Warranty: RALCO warrants the labor and material, that it supplies, for a period of one (1) year from completion of its work. This warranty is separate from any manufacturer’s equipment warranty. Should there be any defect in RALCO’s work during the warranty period, if promptly notified in writing thereof, RALCO will repair or replace the deficient work or equipment. Title and risk of loss to any equipment RALCO repaired or replaced shall remain with the Customer regardless of where the corrective work takes place, and all disassembly, transportation and reassembly costs associated with the equipment involved during the corrective period shall be paid by the Customer. RALCO’s warranty for the labor and equipment supplied is subject to the Customer’s proper operation and maintenance of the equipment. RALCO will not be responsible to honor any warranty claim in the event that Customer has failed to maintain the equipment or damaged the equipment by improper use or operation.  The liability of RALCO to the Customer whether under its warranty, this agreement, or negligence, shall not exceed the cost of repair or replacement, and upon expiration of said one (1) year, all such liability shall terminate. Unless expressly stated within the scope of RALCO’s work, RALCO does not warrant the fitness or suitability of the equipment on which the services are performed, or any modification thereof, for any specific application or use.  The foregoing shall constitute the exclusive remedy of the Customer and the sole liability of RALCO. In no event shall RALCO be liable for any loss or damage whatsoever from its failure to discover or repair latent defects or defects inherent in the design of the equipment.  Said Warranty does not affect any separate express warranty of the Manufacturer of equipment furnished by RALCO, nor on equipment on which work was performed.

5.Limits of Liability: In the unlikely event of failure to perform its obligations, RALCO’s liability is limited to the cost of repair or replacement of the equipment, at RALCO’s option, and such shall be Customer’s sole remedy. Under no circumstances, whether based on contract, indemnity, tort (including negligence), warranty or otherwise, will RALCO be responsible for any indirect, special, incidental, exemplary or consequential damages, loss of use, loss of profits, increased operating or maintenance expense, or claims of Customers. RALCO shall not be responsible for any deficiency in the design of any system or equipment, nor any losses or damages caused by reason of design defects. Nor shall RALCO be liable for system equipment and component obsolescence, electrical failures, and equipment beyond its serviceable life. Work necessitated by present or future requirements by insurance laws and/or requests is not included.

6.Force Majeure: RALCO will not be liable for delays or failure to perform attributable to any cause or contingency beyond its reasonable control including, but not limited to, fire, flood, strike lockout work stoppage or slowdown, freezing, unavailability of material, riot, acts of God, war, acts of terrorism, unusually severe weather, delay in transportation, accidents, or compliance with any regulation or directive of any national, state or local government or the impact of COVID-19 pandemic as it relates to labor and/or material deliveries.

7.Notices: Any notice given pursuant to the agreement shall be in writing and sent by certified mail, postage prepaid, return receipt requested, to the appropriate party at the address set forth in the purchase order, contract or agreement or at such other address as such party may provide in writing to the other party. Any such notice shall be effective upon the receipt thereof.

8.Inspection: RALCO strongly recommends that Customer conduct an on-site inspection of the services and/or goods sold hereunder after delivery, installation or other service call. RALCO shall not be responsible for the consequences of Customer’s failure to inspect such services and/or goods or for any defects, malfunctions, inaccuracies, insufficiencies or omissions in such services and/or goods. RALCO shall not be responsible for any loss or damage as a result of the Customer’s failure to inspect within fifteen (15) days of delivery or completion of RALCO’s work under this agreement.

9.Arbitration: Any dispute arising out the terms or conditions of this contract, or performance thereof, shall be resolved through binding arbitration between the parties. The parties agree to submit the matter to a single Arbitrator, whose decision shall be binding and enforceable. The law of the state where to Project is located shall govern, and the arbitration shall be conducted in the state for hearings and related matters. The decision shall be enforceable by a Court of Competent Jurisdiction.