Standard Terms
and Conditions.
These Terms govern the supply of equipment, installation, commissioning, maintenance, repair, and related services by EOLA Power LLC to its customers — across UPS systems, batteries, transfer switches, switchgear, transformers, generators, and related critical-power infrastructure.
These Standard Terms and Conditions (“Terms”) govern the supply of equipment, installation, commissioning, maintenance, repair, and related services (“Services”) by EOLA Power LLC (“EOLA,” “we,” or “us”) to its customers (“Customer,” “you,” or “Owner”). These Terms apply to all proposals, quotations, purchase orders, work orders, and agreements between EOLA and Customer relating to critical power infrastructure including UPS systems, batteries, automatic and static transfer switches, power distribution units, switchgear, transformers, generators, and related equipment.
Definitions
For purposes of these Terms, the following definitions apply:
Equipment" / "Equipment"
- Uninterruptible Power Supply (UPS) systems and modules
- Battery systems, strings, and individual cells
- Automatic Transfer Switches (ATS)
- Static Transfer Switches (STS)
- Power Distribution Units (PDUs)
- Main Distribution Panels (MDPs)
- Switchgear, including UL 891 and similar low-voltage switchgear
- Medium-voltage and low-voltage transformers
- Generators and emergency power systems
- Capacitors, fans, filters, and related subcomponents
- Monitoring and control hardware ancillary to the foregoing
Scope of Services
EOLA's Services may include any or all of the following, as specified in the applicable Proposal:
Equipment Supply
Sale and delivery of new or refurbished Critical Power Equipment per the Proposal.
Installation Services
Receiving, placement, electrical installation, and startup services. Installation scope is limited to what is expressly defined in the Proposal.
Commissioning and Startup Services
OEM-style or commissioning-authority-style activities including pre-energization verification, functional testing support, and post-energization observation, performed in accordance with applicable IEEE and NETA procedural standards as scoped in the Proposal.
Preventative Maintenance
Scheduled inspection, testing, and maintenance of Equipment, including Annual (Major) and Semi-Annual (Minor) Performance Inspections, performed in accordance with manufacturer guidelines.
Corrective Maintenance & T&M Repair
Diagnosis and repair of Equipment failures, performed under contract or on a Time and Materials basis at EOLA's then-current published rates.
Battery, Capacitor & Fan Replacement
Removal, replacement, and EPA-compliant disposal of consumable Equipment components.
Emergency Response
24x7 dispatch and on-site response per the Service Level Agreement specified in the applicable Proposal.
Customer Responsibilities
Customer shall, at no cost to EOLA:
Communication
Designate a single point of contact authorized to communicate with EOLA regarding all Service and facility matters under the Agreement. Escalation contacts and procedures shall be exchanged in writing upon execution.
Safety
Have a Customer representative present at the work site at all times while EOLA is performing Services, solely for the safety of EOLA personnel and to provide site-specific safety guidance.
Access
Provide EOLA reasonable and timely access to the Equipment and work areas, including any required badging, escort, security clearances, or background checks. Where background checks or drug testing are required by Customer's site policies or by federal regulation, Customer shall pay associated costs unless explicitly included in the Proposal.
Equipment Condition Warranty
Warrant that any existing Equipment not previously maintained by EOLA has been properly maintained and serviced in accordance with manufacturer specifications prior to commencement of EOLA's Services. Customer shall be responsible for the cost of any repairs caused by violation of this warranty.
Recalls and Modifications
Be responsible for ensuring that any manufacturer-issued recalls or modifications affecting Customer's Equipment are performed by the manufacturer or its authorized agents. EOLA shall not be responsible for any damage resulting from Customer's failure to address known recalls.
Operating Environment
Ensure that Equipment is operated within the manufacturer's specified environmental tolerances, including ambient temperature ranges (typically 68 to 77 degrees Fahrenheit), humidity, and ventilation. EOLA shall not be liable for damage caused by Equipment continually operating outside specified tolerances.
Switchgear Operations
Be responsible for operating all switchgear controls, circuit breakers, and disconnect switches at Customer's facility, except where specifically delegated to EOLA in writing.
Site Conditions Disclosure
Disclose in writing all known hazardous materials, environmental conditions, or unusual site characteristics prior to commencement of Services. EOLA reserves the right to suspend Services and require additional compensation upon discovery of undisclosed hazardous conditions.
Storage and Receiving
Provide adequate storage and receiving accommodations for Equipment delivered prior to installation. If Customer cannot accept delivery as scheduled, additional storage charges may apply.
Order of Precedence and Customer Purchase Order Override
These Terms, together with the applicable Proposal, constitute the entire agreement between EOLA and Customer with respect to the Services. The order of precedence in the event of any conflict shall be: (i) these Terms; (ii) the applicable Proposal; (iii) any written change orders executed by both parties.
Any preprinted, additional, or different terms contained in any Customer purchase order, acknowledgment, click-through, vendor portal submission, or other document, whether issued before or after EOLA's Proposal, shall not be binding on EOLA and shall not modify these Terms.
EOLA's acceptance of a Customer purchase order, commencement of work, delivery of Equipment, or invoicing shall not constitute acceptance of any conflicting or additional terms therein. Any modifications to these Terms shall be effective only if expressly agreed to in writing and signed by an authorized officer of EOLA. EOLA's failure to object to conflicting or additional terms in any Customer document shall not constitute waiver of these Terms.
Pricing, Validity, and Tariff Disclaimer
Pricing stated in any Proposal is valid for thirty (30) days from the date of transmittal unless otherwise stated. EOLA reserves the right to extend, modify, or withdraw any Proposal prior to Customer acceptance.
Material pricing is subject to confirmation upon receipt of executed Proposal and any required deposit. Material pricing for Proposals executed more than fourteen (14) days after the date of transmittal may be adjusted to reflect current commodity, manufacturing, and supply chain costs.
Pricing is exclusive of any tariffs, duties, or import fees that may be imposed during the term of the Proposal. EOLA reserves the right to pass through any newly imposed or increased tariffs as a separate line item or as a price adjustment, with notice to Customer.
Lead times stated in any Proposal are estimates based on current OEM and supply chain availability and are subject to confirmation. EOLA shall not be liable for delays caused by OEM availability, supply chain disruption, or causes beyond EOLA's reasonable control.
Pricing is based on conditions evident at the time of EOLA's site walk or estimation. Discovery of conditions not reasonably evident at that time may require a change order or price adjustment.
Payment Terms
Unless otherwise specified in the applicable Proposal, payment terms shall be Net 30 days from the date of EOLA's invoice. Payment shall be made in U.S. Dollars by check, ACH, or wire transfer to the account designated by EOLA. Credit card payments may be accepted at EOLA's discretion and are subject to a 3.5% processing surcharge.
Special payment terms, including alternative Net terms, deposit-and-balance arrangements, milestone-based progress payments, or pre-payment requirements, must be expressly stated in the applicable Proposal. EOLA reserves the right to require pre-payment, deposit, or accelerated terms for new customers, customers with limited credit history, or Services with significant material exposure.
All Net terms are subject to credit approval. EOLA may require completion of a credit application and receipt of trade references prior to extending Net terms. EOLA may modify or revoke Net terms upon any deterioration of Customer's financial condition.
Past-due balances shall be subject to a finance charge of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, calculated from the date due. Customer shall be liable for all costs of collection, including reasonable attorney's fees, court costs, and a 20% collection charge on balances more than thirty (30) days past due that EOLA refers for third-party collection.
EOLA reserves the right to suspend, withhold, or terminate Services upon Customer's failure to pay any amount when due, without liability for delays or consequences arising from such suspension.
Taxes
All pricing is exclusive of federal, state, local, municipal, and other applicable taxes, including sales, use, excise, value-added, and similar taxes. Customer shall pay or reimburse EOLA for all such taxes, or shall provide EOLA with a valid tax exemption or resale certificate prior to invoicing. Customer is solely responsible for the accuracy of any exemption claimed.
Freight, Delivery, and Title Transfer
Freight Terms
Unless otherwise specified, Equipment is delivered FOB Jobsite, Best Way, Dock-High. Freight charges, where included in the Proposal, are estimates based on standard dock-to-dock delivery. Special delivery requirements, including expedited shipment, lift gate service, inside delivery, or rigging, are not included unless specifically stated and may incur additional charges.
Receipt and Inspection
Customer shall inspect all Equipment upon delivery and note any visible damage on the bill of lading at the time of receipt. Failure to note damage on the bill of lading may void freight claims and result in Customer responsibility for replacement costs.
Title and Risk of Loss
Title to Equipment transfers from EOLA to Customer upon EOLA's receipt of full payment for the Equipment. Risk of loss transfers from EOLA to Customer upon delivery to Customer or Customer's designated carrier or receiving location, whichever occurs first. Customer-arranged freight transfers risk of loss upon pickup by Customer's carrier.
Storage
If Customer cannot accept delivery as scheduled, EOLA may store Equipment at Customer's expense or arrange for Customer-directed storage. Storage fees, if applicable, shall be billed monthly. Battery storage may require periodic maintenance to preserve manufacturer warranty, performed at Customer's expense.
Site Conditions, Access, and Safety
Customer Disclosure
Customer warrants that the work site is free from hazardous conditions, including but not limited to asbestos, lead-based paint, mold, environmental contamination, structural deficiencies, or other conditions reasonably likely to affect the safety of EOLA personnel or the integrity of the Services. Customer shall disclose any known or suspected hazards in writing prior to commencement.
Discovery of Undisclosed Conditions
Upon discovery of undisclosed hazardous conditions, EOLA may suspend Services without liability and require Customer to remediate the conditions or to indemnify and reimburse EOLA for any additional costs, delays, or remediation expenses incurred.
Site Safety Compliance
EOLA personnel shall comply with reasonable, written Customer site safety policies that have been provided to EOLA in advance of work. Site safety training requirements not disclosed at the time of Proposal shall be billed as additional Services on a Time and Materials basis.
NFPA 70E and OSHA
All EOLA electrical work is performed in accordance with NFPA 70E and applicable OSHA standards. Customer shall provide a safe working environment compliant with applicable codes.
Background Checks and Drug Testing
Where Customer site policies or federal regulations require background checks, drug testing, or specific clearances for EOLA personnel, Customer shall pay all associated costs unless expressly included in the Proposal.
Warranty
Workmanship Warranty
EOLA warrants that all labor performed under the Agreement shall be free from defects in workmanship for a period of twelve (12) months from the date of completion of the Services. EOLA's sole obligation under this warranty is to correct defective workmanship at EOLA's expense.
Equipment Warranty
New Equipment supplied by EOLA carries the original equipment manufacturer's warranty, which shall be passed through to Customer. Refurbished Equipment, where applicable, carries the warranty stated in the applicable Proposal. EOLA does not provide any additional warranty on Equipment beyond the manufacturer's warranty unless expressly stated in the Proposal.
Battery Warranty
Battery products carry the manufacturer's warranty. Battery warranties are typically pro-rated and subject to compliance with manufacturer-specified storage, installation, and maintenance requirements. Customer is responsible for returning used battery cores as directed; failure to return cores may result in core charges or recycling fees.
Replacement Parts Warranty
Replacement parts supplied by EOLA, other than batteries, are warranted to be free from defects in material and workmanship for thirty (30) days from the date of installation, except where a longer manufacturer's warranty applies, in which case the manufacturer's warranty governs.
Warranty Exclusions
The foregoing warranties do not cover: (i) damage caused by misuse, negligence, unauthorized modifications, or operation outside specified tolerances; (ii) damage caused by environmental factors, fire, flood, lightning, vandalism, acts of God, or external sources; (iii) damage caused by capacitors, fans, batteries, or other components beyond their recommended end-of-life age (typically 4 years for batteries, 5 years for capacitors, 7 years for fans) where EOLA has previously recommended replacement; (iv) repairs or alterations performed by parties other than EOLA without written authorization; (v) structural component damage including transformers, bearings, frame damage, rust, or corrosion; or (vi) Equipment continually operating outside the manufacturer's specified temperature range.
Warranty Claims
Customer shall provide written notice of any warranty claim within the applicable warranty period. Customer's sole and exclusive remedy under any warranty is repair or replacement at EOLA's election. Warranty obligations are conditional upon Customer's full performance of all payment obligations under the Agreement.
Disclaimer of Implied Warranties
Limitation of Liability and Consequential Damages Waiver
Liability Cap
EOLA's total cumulative liability arising from or related to the Agreement, regardless of the form of action or theory of liability, shall not exceed the total contract value of the applicable Proposal. This limitation applies to all claims, including those arising from contract, warranty, recall, negligence, tort, strict liability, indemnification, or any other legal theory.
Consequential Damages Waiver
Direct Property Damage by EOLA Personnel
Notwithstanding the foregoing, where direct physical damage to Customer's Equipment is caused by EOLA personnel while onsite performing maintenance, repair, or other Services, EOLA's liability shall extend to the cost of repair or replacement of the damaged components, including labor for installation, at EOLA's election.
No Liability for Subcontractor Payments
EOLA shall not be liable for the payment of any subcontractor or other contractor for materials, services, or labor furnished to Customer except where such subcontractor was specifically engaged by EOLA for the Services described in the applicable Proposal.
Customer Payment Obligations Unaffected
Nothing in this Section shall limit Customer's obligation to pay amounts owed to EOLA under the Agreement.
Indemnification
EOLA Indemnification
Subject to the limitations in Section 11, EOLA shall defend, indemnify, and hold harmless Customer, its officers, directors, employees, and agents from third-party claims for bodily injury or direct property damage to the extent caused by (i) the gross negligence or willful misconduct of EOLA's employees while performing Services onsite, or (ii) EOLA's violation of applicable federal or state law, regulation, or order in the performance of Services.
Customer Indemnification
Customer shall defend, indemnify, and hold harmless EOLA, its officers, directors, employees, and agents from third-party claims to the extent arising from (i) Customer's negligent acts or omissions, (ii) Customer's failure to disclose hazardous site conditions, (iii) Customer's operation of Equipment outside manufacturer specifications, (iv) Customer's failure to perform recommended maintenance, or (v) Customer's modifications to Equipment performed without EOLA's written authorization.
Notice and Cooperation
The party seeking indemnification shall provide prompt written notice of any claim, allow the indemnifying party to control the defense, and reasonably cooperate in such defense at the indemnifying party's expense.
Insurance
EOLA shall maintain, at its own cost, the following insurance during the term of any Agreement:
- Worker's Compensation insurance in accordance with applicable statutory requirements, with Employer's Liability of not less than $1,000,000;
- Commercial General Liability insurance for bodily injury and property damage of not less than $2,000,000 per occurrence and $5,000,000 in the aggregate, including products and completed operations coverage;
- Automobile Liability insurance for owned, hired, and non-owned vehicles of not less than $1,000,000 per occurrence;
- Umbrella or Excess Liability insurance providing additional coverage of not less than $5,000,000.
Certificates of Insurance shall be provided upon Customer's request. Customer may request to be named as an Additional Insured on EOLA's Commercial General Liability and Umbrella policies, with reasonable notice. Higher coverage limits, additional certificate holders, waivers of subrogation, or special endorsements requested by Customer beyond EOLA's standard coverage may incur additional costs.
Force Majeure
EOLA shall not be liable for any delay, failure to perform, or damages arising from causes beyond EOLA's reasonable control, including but not limited to:
- Acts of God, natural disasters, severe weather, earthquakes, floods, or fires;
- Pandemics, epidemics, or public health emergencies;
- War, riot, civil unrest, sabotage, or acts of terrorism;
- Government actions, regulatory changes, embargoes, sanctions, or import or export restrictions;
- Tariffs, duties, or trade measures imposed during the term of the Agreement;
- Strikes, labor disputes, or unavailability of qualified personnel;
- Supply chain disruptions, material shortages, or transportation delays;
- Manufacturer recalls, OEM-supplied incorrect parts, OEM unavailability, or end-of-life equipment status;
- Failures of Customer-supplied utilities, infrastructure, or third-party contractors.
In the event of a force majeure occurrence, EOLA may, at its option: (i) extend the schedule for performance by the period of the delay; (ii) suspend performance until the cause is resolved; or (iii) terminate the affected portion of the Agreement upon notice to Customer, without liability or penalty. EOLA shall provide Customer with reasonable notice of any force majeure event and shall use commercially reasonable efforts to mitigate the impact.
Confidentiality and Data Security
Mutual Confidentiality
EOLA and Customer each acknowledge that, in the course of performance under the Agreement, each may disclose to the other certain technical, commercial, or operational information that is confidential or proprietary. Each party shall use reasonable measures to protect the confidentiality of such information, shall limit disclosure to employees and authorized representatives with a need to know, and shall not use such information for any purpose other than performance under the Agreement.
Customer Site Data and Systems
EOLA personnel shall not access Customer information technology systems, networks, surveillance systems, or data repositories beyond what is required and authorized for performance of the Services. Photography, video recording, or copying of Customer infrastructure is prohibited without Customer's written authorization.
Background Checks
Where required by Customer's facility security policies or applicable federal regulation, EOLA personnel shall undergo background checks, drug testing, or facility-specific clearances. Costs of such checks shall be borne by Customer unless expressly included in the Proposal.
Compliance Frameworks
Where Customer operates under regulatory frameworks requiring specific data security or personnel handling (including but not limited to HIPAA, FedRAMP, ISO 27001, SOC 2), EOLA shall make reasonable efforts to comply with such requirements as disclosed by Customer in writing prior to commencement of Services. Specific compliance commitments require separate written agreement.
Survival
The confidentiality obligations of this Section shall survive termination of the Agreement for a period of three (3) years.
Cancellation, Termination, and Renewal
Cancellation of Equipment Sales
Equipment Sales orders cancelled by Customer prior to Equipment delivery shall be subject to cancellation fees, calculated as a percentage of the total order value based on elapsed time from EOLA's acceptance of the order:
| Elapsed Time from Order Acceptance | Cancellation Fee |
|---|---|
| 0 to 4 weeks | 25% of total order value |
| 5 to 8 weeks | 40% of total order value |
| 9 to 12 weeks | 55% of total order value |
| 13 to 16 weeks | 70% of total order value |
| 17 to 20 weeks | 85% of total order value |
| 21 weeks and beyond | 100% of total order value |
In addition, Customer shall be responsible for return freight charges, restocking fees imposed by EOLA's suppliers, and any non-refundable commitments made by EOLA in reliance on the order. Custom or special-order Equipment is non-refundable.
Cancellation of Service Agreements
Service Agreements may be cancelled by either party upon thirty (30) days written notice. If Customer cancels without thirty (30) days notice, Customer shall pay a cancellation fee equal to one and one-half (1.5) months of the contract price. EOLA shall credit Customer with the unearned portion of any prepaid contract amount, less any unpaid amounts for parts supplied or labor provided.
Termination for Cause
Either party may terminate the Agreement for material breach by the other party that remains uncured thirty (30) days after written notice. EOLA may terminate immediately upon Customer's bankruptcy, insolvency, assignment for the benefit of creditors, or attachment or garnishment proceedings that are not dismissed within thirty (30) days. Upon Customer default, all amounts owed to EOLA shall become immediately due and payable, and EOLA may withhold deliveries and suspend Services pending receipt of satisfactory security or payment.
Auto-Renewal of Service Agreements
If Customer elects the Auto-Renewal Option in any Service Agreement, the agreement shall automatically renew for successive one-year terms at the end of the initial term and each renewal term. Annual price increases during the renewal term shall not exceed two percent (2%) per year. For first-time Auto-Renewal elections, the annual price will not increase during the first two (2) years of the renewal term. Customer may terminate the auto-renewed agreement by providing written notice within thirty (30) days following any renewal date, in which case Customer remains liable for contract coverage through the termination date.
General Provisions
Entire Agreement
The Agreement constitutes the entire agreement between EOLA and Customer with respect to the Services and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
Amendments
No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized officer of EOLA.
Assignment
Customer may not assign or transfer the Agreement, in whole or in part, without EOLA's prior written consent. EOLA may assign the Agreement to any successor entity or affiliate without Customer's consent. The Agreement shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.
Subcontracting
EOLA may subcontract any portion of the Services to qualified subcontractors without Customer's prior consent, provided that EOLA remains responsible for the performance of subcontracted work.
Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be construed to give effect to the parties' intent to the maximum extent permitted by law.
No Waiver
EOLA's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
Notices
All notices under the Agreement shall be in writing and delivered by certified mail (return receipt requested), recognized overnight courier, or email with delivery confirmation, to the addresses specified in the Proposal. Notices delivered by U.S. Mail shall be deemed received two (2) business days after mailing.
Independent Contractor
EOLA is an independent contractor. Nothing in the Agreement creates an employment, agency, partnership, or joint venture relationship between the parties.
Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
Jurisdiction and Venue
Any action arising out of or relating to the Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. The parties consent to personal jurisdiction in such courts and waive any objection to venue therein.
Statute of Limitations
No action arising out of the Agreement may be brought by either party more than two (1) year after the cause of action has arisen, except in the case of an action for nonpayment, in which case more than one (1) year after the due date of the last payment.
Survival
Sections 6 (Payment Terms), 10 (Warranty obligations as applicable), 11 (Limitation of Liability), 12 (Indemnification), 15 (Confidentiality), and any other provision that by its nature should survive termination, shall survive any termination or expiration of the Agreement.
Acceptance
Customer's acceptance of these Terms is deemed effective upon the earliest of (i) Customer's signature on the Proposal or related agreement; (ii) Customer's issuance of a purchase order referencing the Proposal; (iii) Customer's payment of any deposit or invoice; or (iv) Customer's commencement or acceptance of Services. An electronic signature shall be considered the equivalent of a written signature.
Headings
Section headings are for convenience only and shall not be used to interpret these Terms.