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MGE UPS SYSTEMS PRODUCT AND SERVICE AGREEMENT Ze e remedy shall be exclusively limited and fixed (as Ii uidat a penalty) at the sum equal to the portion,_Qf e paid hereunder by Customer for the period of time that lm.Owffl fi_i - - a WfideF wTaFm t, c_ is oa;ly torminiition r brag h. D. Suspension of Service: In the event Customer fails to remit payment for the amount listed on the Work Authorization, MGE shall have the right without liability and without limiting any other right or remedy available, place Customer on service hold and suspend any and all preventive, corrective, and emergency services to Customer. Suspension of service by MGE does not relieve Customer of its obligation to pay the contracted service fees . In the event of a dispute in payment, the Parties agree to use its reasonable commercial best efforts to resolve the dispute in a timely manner. 7. Shipment and Delivery of Product: Unless other stated in MGE ' s quotation, all prices quoted and Products shipped to Customer are F.O.B. MGE's factory and Customer shall pay all relative freight, handling, delivery and insurance charges. Shipment dates shall be estimated after receiving this executed Agreement. Further, if Customer's order requires approval of drawings or other engineering designs, then shipment dates shall be estimated after receiving written approval. MGE shall not be liable to or responsible for any damages or loss for delay or default due to any cause beyond MGE's reasonable control, nor shall Customer have the right to cancel the Product order due to any delay or default beyond MGE' s reasonable control. In the event that MGE quotes prices in response to a Request for Quote (`RFQ"), or a Request for Proposal ('`RFP"), the prices provided will be valid for sixty (60) days from the date of MGE's written response, provided however, the goods for which the price quotes have been provided are scheduled for shipment within 120 days of the date of MGE ' s written price quote. If shipment of product manufactured by MGE is delayed for the Customer's convenience by more than forty-five (45) days, which exceeds the 120 days of the date of MGE' s written price quote, MGE reserves the right to increase its price for the goods ordered. Any price increase related to steel, copper, lead, and aluminum shall be based on the changes published in the London Metals Index. MGE shall pass along to Customer any increases in the total raw material costs in excess of 10 percent. MGE will submit a price change notification in writing when cost increases necessitate price increases. Written acceptance of the price increase by Customer will be required before shipment. 8 . Service Warranty : MGE represents and warrants that all services performed hereunder shall be performed in accordance with Customer' s specifications and requirements and with all necessary care, skill and diligence. Performed services done during the Package Term are warranted against defects in design and workmanship for a period of ninety (90) days from the date of service or until the expiration, cancellation, or termination of the Work Authorization, whichever time period is sooner. 9. Product Warranty: (a) Unless otherwise agreed in a written document signed by both an authorized officer of MGE and Customer, MGE warrants to Customer that all products furnished to Customer and manufactured by MGE will conform to MGE's written and published specifications, and will be free from defects in materials and workmanship for the first twelve ( 12) months after shipment to Customer. In the event MGE provides start-up of the Product, said twelve ( 12) months shall run from the completion of start-up, not to exceed eighteen ( 18) months from ship date. Parts replaced or repaired during the warranty period shall carry the unexpired portion of the original warranty. (b) MGE will, at MGE' s option, repair or replace any product that does not conform to the warranty provisions as referenced herein. If MGE is unable to repair or replace a product in a reasonable amount of time, Customer has the right to return a defective Product for a full refund of the purchase price. If a Product is to be returned for repair or replacement, Customer must obtain MGE ' s Return Goods Authorization prior to returning defective Product. Non-warranty items returned for repair or replacement must be sent freight prepaid to MGE's factory. (c) This warranty shall not apply to any Product that has been subject to neglect, accident, abuse, misuse, misapplication, incorrect or inefficient connection or that has been subject to repair or alteration by Customer' s personnel or an unauthorized service provider. QF-7200-00 Rev C 2007