Salt Lake City VA Kitchen PM Maintenance hobart.pdf

HOBART SERVICE AGREEMENT

Hobart’s performance of the Services as set forth in this Service Contract are expressly limited to and are conditioned upon Hobart’s Terms and Conditions set forth at www.hobartservice.com/servicetermsandconditions

(the “Terms”). Any additional or different terms proposed by Customer are hereby rejected (including sign-in logs, online click-through or pop-up agreements, or standard or pre-printed terms or conditions).

Package Purchased

HOBART MAINTENANCE INSPECTIONS

Contract Price (subject to certain exclusions and limitations as set forth in the Terms):

Base Year 07/01/2024 – 06/30/2025 Contract Price: $52,673.00

Option Year One: 07/01/2025 – 06/30/2026 Contract Price: $55,833.00

Option Year Two: 07/01/2026 – 06/30/2027 Contract Price: $59,183.00

Option Year Three: 07/01/2027 – 06/30/2028 Contract Price: $62,734.00

Option Year Four: 07/01/2028 – 06/30/2029 Contract Price: $66,498.00

Equipment subject to the list on Service Products Agreement

Customer Legal Name: Salt Lake City VA Medical Center

Bill To:

500 Foothill Drive Building 5 Salt Lake City, Utah 84148

Accepted By:

Name: _____________________ Title: _____________________ Date: _________________

Hobart Service, ITW Food Equipment Group, LLC

Name: _____________________ Title: _____________________ Date: _________________ http://www.hobartservice.com/servicetermsandconditions

Commercial Terms – Hobart Maintenance Inspection

For any equipment with the coverage type of “Hobart Maintenance Inspection,” the following terms shall apply. Capitalized terms not defined in this Section are defined in the Hobart Service & Installation Terms and Conditions listed in this Service Agreement, and such definitions shall apply.

Services Included in Hobart Maintenance Inspection:

1. Maintenance Inspection. During the Term, Hobart will perform the number of Maintenance Inspection Calls listed herein. A Maintenance Inspection Call is a Call that identifies potential service problems on a unit prior to occurrence. A Checklist may be supplied and does not include any repair service.

Optional Services: The following Services are available at additional cost. If the Service Agreement does not list these optional services as selected by the Customer, they are not included in this Service Agreement.

1. Additional inspections as agreed upon by the parties from time to time.

Excluded Service: The following are not included in this Service Contract and Hobart shall have no obligation to provide. Should Customer request and Hobart choose to provide such services, Customer shall pay Hobart based on Hobart’s standard Time and Material Rates in effect at the time of such Call for all labor and Parts (including travel time) provided during such Call:

1. All Calls other than a Maintenance Inspection Call.

2. Parts replacement. No replacement labor or Parts are included in this Service.

3. Asset Tagging . Data capturing that provides additional identification of each unit covered by the Agreement that provides the

Customer with accurate and detailed data regarding equipment inventory.

4. Third Party Service . Should Customer allow a third party to provide service (other than general tasks) on covered equipment, Hobart, in its sole discretion, may elect to remove such covered equipment that was repaired by an unauthorized third party from the

Agreement.

5. Calibrations and/or adjustments to properly functioning equipment, which alter temperature or product appearance requested by

Customer.

6. Feature upgrades including firmware or software upgrades or changes to label format or graphics.

7. Customer network related issues for Hobart connected devices. Loaner equipment is not included, but may be provided by the local Hobart Service Office at additional cost subject to availability.

8. All welding services

9. Replacement of booster tanks and heat exchangers

10. Taxes, tolls, and permits applicable to Service and Parts

11. Water Quality Related Damages. Calls resulting from damage due to improper water conditions, improper unit cleaning, failure of customer to provide proper water quality to the equipment as required by equipment manufacturer specifications, and/or failure of Customer to maintain proper water treatment equipment.

EQUIPMENT LIST

Equipment Category Manufacturer Mfgr Equipment Name

MIXER HOBART MIXER

MIXER HOBART TROY HEAVY DUTY FOOD MIXER

CABINETS TRAULSEN SPEC-LINE HEATED CABINET

COLD FOOD COUNTER TRAULSEN COMPACT SANDWICH TABLE/REFRIGERATOR

DISHWASHER-COMMERCIAL HOBART DISHWASHER

DISHWASHER-COMMERCIAL AEROWERKS FT1000E+BASE- CONVEYOR WITH DISHWASHER

DISPENSER-PLATE (NUTRITION &

FOOD) LAKESIDE MANUFACTURING

MOBILE 3 SECTION ROUND DISH DISPEN. CONVEC.

HEATER

FOOD PROCESSOR HOBART FOOD PROCESSOR/SLICER

FOOD PROCESSOR PACESETTER SYS AUTOBAG PACESETTER HB-55 TABLETOP BAGGER

FOOD PROCESSOR ROBOT COUPE ROBOT COUPE BLIXER 3 FOOD PROCESSOR

FOOD PROCESSOR ROBOT COUPE ROBOT COUPE BLIXER 3 FOOD PROCESSOR

FOOD PROCESSOR VITAMIX VITAMIX COMMERCIAL DRINK MACHINE ADVANCE

FREEZER TRUE MANUFACTURING CO. REACH-IN FREEZER

FREEZER THERMO FISHER SCIENTIFIC FISHERBRAND ISOTEMP LAB REFRIGERATOR 51.1 CU FT

FREEZER IRINOX BLAST CHILLER/SHOCK FREEZER

HOT PLATE VOLLRATH COMPANY,LLC INDUCTION HOT FOOD SERVING COUNTER

ICE MAKER HOSHIZAKI INC ICE AND WATER DISPENCER AIR COOLED

MEAT SLICER HOBART MEAT SLICER AUTOMATIC 13 INCH

MEAT SLICER HOBART SLICER-FOOD PROCESSOR

MICROWAVE OVEN AMANA REFRIGERATION COMMERCIAL MICROWAVE OVEN .6 CU FT

OVEN VULCAN VULCAN C24 CONVECTION STEAMER

OVEN AVANTCO EQUIPMENT 1/4 SIZE CONVECTION OVEN 1440W

OVEN RATIONAL COMBINATION-OVEN SELF-COOKING CENTER

OVEN RATIONAL COMBINATION-OVEN SELF-COOKING CENTER

OVEN

TURBOCHEF TECHNOLOGIES,

LLC. HIGH H BATCH 2 OVEN

PACKAGE SEALERS VOLRATH VOLRATH VACUUM PACKAGE SEALER

PACKAGE SEALERS AUTOMATED SYSTEMS INC MANUAL BAG INDEXING AND 'ONE TOUCH' SEALER

RANGE-GAS CHARBROIL CHARBROIl GAS BROILER

RANGE-GAS CONVOTHERM CONVOTHERM COMBINATION OVEN GAS

RANGE-GAS CONVOTHERM CONVOTHERM COMBINATION OVEN GAS

RANGE-GAS VULCAN VULCAN CONVECTION GAS OVEN

RANGE-GAS VULCAN VULCAN CONVECTION GAS OVEN

RANGE-GAS VULCAN VULCAN 6BURNER GAS RANGE RESTAURANT SERIES

REFRIGERATORS TRAULSEN ROLL IN REFRIGERATOR

REFRIGERATORS VICTORY INC VICTORY ACRS PASS-THRU AIR CURTAIN REFRIGERATOR

REFRIGERATORS VICTORY INC VICTORY ACRS PASS-THRU AIR CURTAIN REFRIGERATOR

REFRIGERATORS STRUCTURAL CONCEPTS REFRIGERATED DISPLAY CASE, SLIDE IN COUNTER

REFRIGERATORS TRAULSEN TRAULSEN UNDERCOUNTER REFRIGERATOR

REFRIGERATORS DELFIELD COMPANY DELFIELD ROLL IN REFRIGERATOR 66 INCH

REFRIGERATORS DELFIELD COMPANY DELFIELD ROLL IN REFRIGERATOR 66 INCH

SINK POWER SOAK POWER SOAK WORK TABLE WITH PREP SINK

STEAM KETTLE CLEVELAND/ALCO KETTLE STEAM

STEAM KETTLE CLEVELAND/ALCO KETTLE STEAM

STEAM KETTLE WELBILT STEAM TABLE- 4 OPENING

STEAM KETTLE CLEVELAND CONTROLS 40 GALLON DIRECT STEAM KETTLE, 2/3 STEAM JACKET

STEAM KETTLE CLEVELAND/ALCO TILTING SKILLET BRAISING PAN

STOVE VULCAN GAS GRIDDLE 60 IN x 24 IN

TRAY DELIVERY SYSTEM GILL MARKETING

FOOD WARMING EQUIPMENT, HEATED HOLDING

CABINET

WARMING UNITS: MULTIPURPOSE HATCO 120 VOLT PORTABLE FOOD WARMER

WASHER-GLASS HOBART TURBOWASH WEARWASHING

Hobart Service & Installation Terms and Conditions

1. Acceptance. These terms and conditions (“T&Cs”) and any Service Product Quotation, Equipment Installation Quotation, Hobart Product

Guidelines, or any agreement signed by an authorized representative of each party (each, a “Service Contract”) to which these T&Cs are attached, any

Hobart acknowledgment or invoice and all documents incorporated by specific reference herein or therein (“Hobart Documents” and together with these T&Cs and the relevant Service Contract, the “Agreement”), constitute the complete terms governing the sale of services (“Services”) and replacement parts (“Parts”) by Hobart Service, a division of ITW Food Equipment Group LLC (“Hobart”) to customer purchasing from Hobart

(“Customer”). HOBART HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY CUSTOMER, WHETHER OR NOT CONTAINED IN ANY OF CUSTOMER’S BUSINESS FORMS OR ON CUSTOMER’S WEBSITE, AND SUCH

ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. No site usage agreement or any other click through agreement required to access a website or on a website will have any binding effect whether or not Hobart clicks on an “ok,” “I accept,” or similar acknowledgment. Terms contained or referenced in Customer facility sign-in logs, safety waivers or other similar documentation are hereby rejected and shall not have any binding effect on Hobart or its employees. Customer's order of any Services or acceptance of delivery of any Parts manifests Customer's assent to the

Agreement. Additional or different terms applicable to a particular sale may be specified in the body of a Hobart Document or agreed to in writing by the parties in a Service Contract. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorized senior officer of Hobart in a Service Contract; (b) Hobart Document terms; (c) these T&Cs.

2. Quotations. Quotations must be in writing and are only valid for 30 days from the date of the quotation for Service Product Quotations and 90 days from the date of quotation for Equipment Installation Quotations. All quotations are subject to change or withdrawal without prior notice to

Customer. Quotations are made subject to approval of Customer’s credit. Hobart may refuse orders and has no obligation to supply Parts or Services unless Hobart issues an order acknowledgement or upon the shipment of Parts or commencement of Services.

3. Pricing & Payment. Prices and rates are in U.S. dollars and are subject to change without notice, unless otherwise set forth in a Service

Contract. Unless otherwise stated on a Service Contract, all payments are due within 30 days of the invoice date. Hobart may withhold Services and

Parts for Customer’s that have undisputed past-due invoices. For all annual Service fees, if applicable, the following Contract Billing Processing Fee shall apply to the payment plan selected by Customer: (i) Annual Payment: $0 per invoice; (ii) Semi-Annual Payment: $3 per invoice; (iii) Quarterly

Payment: $4 per invoice; and (iv) Monthly Payment: $5 per invoice. For Service Contracts with an annual price under $1,000; Customers are required to pay in full via the Annual Payment plan. Customer is limited to $25,000 annually in credit card payments in the aggregate, and all other payments must be made by ACH, wire or check. If this Service Contract automatically renews for any renewal term, the fees for any such renewal term will be those contained in the “Renewal Invoice” provided to Customer by Hobart prior to the start of the renewal term.

4. Site Survey. Hobart may conduct a Site (as defined below) survey at Customer’s facility. Such Site surveys are intended to identify problems which can be readily identified through reasonable visual inspection, however Customer is solely responsible for the state of its facility and Site

(including electrical and plumbing lines). During a Site survey, Hobart is under no obligation to excavate, move equipment, or otherwise disassemble or remove covers, fascia, sconces, or the like. Should problems or defects be identified during the Site survey or during performance of Services, Customer shall remedy such problems at its own cost before Hobart is required to continue performing or complete any Services.

5. Service. Hobart will perform Services and provide Parts as set forth in the applicable Service Contract through its branch office (“Branch

Office”) local to the applicable Customer location. Hobart will perform the Services during the days and hours listed on the Service Contract

(“Business Hours”) at no additional cost to Customer. Unless otherwise set forth in the Service Contract, additional charges apply to (i) Services provided to Customer locations further than 100 miles from the closest Branch Office, (ii) Services and travel time performed at Customer’s request outside of Business Hours, (iii) installation, inspections and proactive maintenance Services, (iv) taxes, tolls, and business licenses and permits applicable to Hobart’s operation as a business, and (v) any other Services not included in the Service Contract which Hobart performs for Customer.

For such instances, Customer shall pay Branch Office for travel time and mileage at Hobart’s current national rates for labor and travel (“Hobart

Rates”). For Services that require use of specialized forms of transportation other than by conventional motor vehicles, Customer shall reimburse the

Branch Office for all transportation, food, and lodging expenses incurred by such Branch Office. Permits required for performance of the Services are the responsibility of the Customer or the applicable third-party contractor. If no Service Contract has been duly executed by the Customer and Hobart with respect to the performance of any specific Services or the sale of any Parts, then such Services and such Parts will be billed pursuant to the

Hobart Rates and the standard list prices for the applicable Parts in effect that such time. The Services set forth in the applicable Service Contract are subject to the following definitions:

a. A call (“Call”) is defined as a Service on a single piece of equipment that includes labor, travel, return trip charges, parts and standard shipping costs associated with the Service. Hobart may complete a Call in one trip or multiple trips. Should Services be performed on multiple pieces of equipment within the same visit, each piece covered by the Service Contract will be considered separate Calls.

b. Site (“Site) is defined as the physical location at which any the equipment is serviced.

c. An emergency Call (“Emergency Call”) is defined as a Call on a single piece of equipment that (i) cannot be reasonably used for its intended function or (ii) poses an unreasonable health related risk due to the equipment’s failure to function properly. Whether a Call qualifies as an

Emergency Call shall be determined by Hobart, in its sole discretion.

d. A non-emergency Call (“Non-Emergency Call”) is defined as a Call on a single piece of equipment that is operational and in need of repair but does not meet the criteria of an Emergency Call.

6. Term; Cancellation. Unless otherwise specified in a Service Contract, the term of this Agreement shall begin on the date of Customer’s acceptance and shall continue for a period of one year (the “Term”). The Agreement shall automatically renew for additional one year terms unless (i)

Customer opts out of the automatic renewal option on the date it enters into a Service Contract or (ii) Customer provides written notice of termination at least 90 days’ in advance of renewal. Hobart or Customer may terminate this Agreement for convenience at any time with thirty (30) days prior written notice to the other party. If the Customer terminates for convenience, Customer shall pay Hobart an amount equal to the greater of (a) the pro-rated contract price through the date of termination and (b) the value of any Parts and Services received (at standard Hobart Rates), not to exceed the original contract price. Hobart may elect to terminate this Service Contract for cause if Customer becomes past due on payment of their Service

Contract invoice(s). Hobart also reserves the right to notify Customer that Hobart will no longer provide Parts and/or Services until Customer has paid all past-due invoice(s).

7. Parts. Hobart will provide Parts for equipment covered in an applicable Service Contract, subject to the availability of such Parts. Hobart may provide new or reconditioned Parts. Replaced parts and assemblies shall become the property of Hobart upon removal. For Parts installed by Hobart, title and risk of loss transfers to Customer upon installation. For Parts ordered by and shipped to Customer, title and risk of loss passes to Customer upon receipt by the carrier. Should Customer request expedited freight, Hobart will expedite the Parts at Customer’s cost. If the Parts are damaged in transit, Customer must file a claim with the carrier and Hobart shall not be liable for such damage. Concealed damage and shorted shipments must be reported to Hobart’s Parts Department within 5 days of delivery.

8. Returns. Customer may only return Parts with Hobart’s written authorization, in Hobart’s sole discretion. Return requests must include the item and invoice number and reason for return unless otherwise approved by Hobart. Customer will be responsible for any applicable restocking fees. No return requests will be accepted after 90 days from the date of invoice. Custom orders may not be cancelled or returned. All returned Parts must be unused, in saleable condition, and in the original packaging. Except to the extent prohibited by law, Customer is responsible for shipping return Parts to Hobart’s designated location. Hobart will issue a credit or a refund at its election after the returned Part has been received and inspected for conformity to this section. Failure to comply with this section will result in any credit being withheld or reduced accordingly in Hobart’s discretion.

The following items are not eligible for return: non-stock parts, hazardous materials with a shelf life, electronic boards or electronic components that have been opened, commercial standard items (e.g., nuts, bolts, screws), and multiple quantity items if less than the original quantity is returned.

9. Indemnity. Hobart agrees to indemnify Customer, its directors, officers, and employees from third-party claims, damages and expenses

(including reasonable attorneys’ fees) to the extent those losses were directly caused by (i) the gross negligence or willful misconduct of Hobart or its employees, (ii) Hobart’s failure to comply with applicable laws, or (iii) any claim of infringement or misappropriation of any third-party intellectual property right directly based on the Services performed by Hobart provided, however, Hobart shall have no duties under this paragraph where the

Services or Parts have been modified by any party other than Hobart. Hobart does not indemnify Customer for any damages (or legal expenses) to the extent caused by Customer’s (or its agent’s or employees’) fault. The above obligations are contingent upon (i) Customer supplying Hobart written notice of such claim immediately after the Customer has notice of such claim, (ii) Customer diligently cooperating with Hobart in the defense and settlement of such claim; and (iii) Customer allowing Hobart the full right to defend and settle such claim.

10. Insurance. Hobart carries the following insurance: i) worker’s compensation meeting statutory requirements, ii) employer’s liability with limits of $1,000,000 per accident/ per disease, per employee/ per disease, policy limits, iii) commercial general liability including products and completed operations of $2,000,000 per occurrence, $4,000,000 aggregate, $4,000,000 products and completed operations aggregate with Customer as an additional insured per form U GL 11 75 D CW or replacement thereof, iv) commercial auto liability with combined single limits of $1,000,000 per accident for owned, hired and non-owned vehicles. Hobart will provide evidence of insurance upon request of Customer. Hobart may self-insure any coverage.

11. Warranty.

a. For Services and Parts (other than in connection with Equipment Installations), Hobart warrants to Customer that (a) it will perform the Services in a timely, competent and professional manner and in accordance with industry standards and (b) the Services shall conform to the Service Contract for a period of 24 hours from completion (the “Services Warranty Period”). Hobart further warrants to Customer that any Parts (i) shall be free of any liens, (ii) shall, for a period of 90 days from original installation if installed by Hobart or from shipment if not installed by Hobart (the “Parts

Warranty Period” and together with the Services Warranty Period, the “Warranty Period”), be free of material defects in workmanship and material.

b. For Equipment Installation, Hobart warrants to Customer that (a) it will perform the Services in a timely, competent and professional manner and in accordance with industry standards and (b) the Services shall conform to the Service Contract for a period of 24 hours from completion of the

Services or, if Hobart performs the final equipment connections, 30 days from completion of the Services (the “Warranty Period”). Delays in equipment startup shall not extend this warranty.

c. For new equipment (excluding Parts): New equipment purchases are subject to separate terms and conditions, as provided by the original equipment manufacturer.

d. The above warranties (the “Warranty”) apply directly to Customer and may not be assigned. Customer’s exclusive remedy, and Hobart’s sole obligation, for a breach of the Warranty is for Hobart, at its option, to re-perform the Services, repair or replace the Parts, or credit Customer’s account for such defective Services or Parts. Hobart’s obligations herein are contingent upon (i) Customer making any claim under this Warranty during the Warranty Period, (ii) such claim includes detailed explanation of any alleged deficiencies, (iii) Hobart is given a reasonable opportunity to investigate all claims; and (iv) Hobart’s examination of such Parts or Services confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, improper installation, unauthorized alteration or repair or improper testing by Customer or a third party.

EXCEPT AS SET FORTH ABOVE, HOBART MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED

(INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE).

12. Exclusions. Unless otherwise specified in a Service Contract, the following is not included in the scope of coverage and will be subject to additional charges: any repair costs, including labor, parts and travel expense required due to damage by fire, water, burglary, accident, abuse, acts of

God, acts of terrorism, failure of Customer to operate or maintain equipment in conformity with Hobart’s or other manufacturer’s recommended operating and maintenance instructions, inappropriate or improper use, improper water conditions, failure due to improper cleaning, failure to maintain water treatment equipment, and relocation, adjustment or repair of Hobart equipment by any Customer or any third party without Hobart’s supervision or consent. Hobart shall have no obligation to provide Service or Parts under this Agreement for any equipment that is damaged due to any of the above causes until such equipment is repaired by Hobart or an authorized third party. Any such repairs shall be at Hobart Rates.

In addition, the following are not included and will be subject to additional charges: (a) Customer requested calibrations and/or adjustments to alter temperature or product appearance; (b) attachments; (c) accessories such as bowls, adapters, bowl trucks, attachment shelves, agitators (beaters, whips, dough hooks, etc.), splash covers and extension rings; (d) expendable items such as plastic flight links, curtains, blades, slicer knives, sharpening devices, pulley wipes, shredder plates, fryer baskets, customer removable seals, door gaskets; (e) consumable components or ordinary wear items including but not limited to; rinse arm strainers, final rinse nozzles, filters (including water filters), wash arm end caps, lower arm bushing, rollers, retaining rings, wash arm plugs, dish-limit rubber bumper, lamps, dish racks; (f) consumable items, such as paper supplies, filters, printing materials, and dishwashing and sanitizing compounds; (g) certain refrigeration Parts, such as condenser and evaporator coils, ice machine plates, refrigeration or HVAC motors 1hp or larger and compressors 1hp or larger, Flight Type dish machine conveyer assembly, refrigeration gasses (<24 lbs. or heat exchangers, (h) water related issues; (i) feature upgrades, including firmware, software, label format, or graphics; (j) welding services; (k) wireless DPAC network assembly; and (l) Customer network related issues for Hobart connected devices. Loaner equipment is not included but may be provided by local Branch Offices at additional cost based on availability. Repair, but not replacement, of fryer tanks, boiler and booster tanks that are subject to ITW/Hobart/Traulsen original manufacturer equipment is covered. Additionally, notwithstanding anything to the contrary contained herein or any Service Contract, Hobart reserves the right to refuse to provide replacement parts for or provide any Services with respect to any equipment, or parts or components for equipment, that is beyond its standard or recommended useful life (as determined by Hobart) (such date, the

“End of Life”). Hobart is not responsible for any losses, claims, damages or expenses related to Customer’s continue use of any equipment, parts and/or components after its End of Life. Once a piece of equipment has been designated as End of Life by Hobart, the fee for such equipment will be prorated for the actual days elapsed until the date of such designation, and any amount prepaid by Customer shall be refunded by Hobart. If Customer notifies Hobart in writing that a certain piece of equipment has been replaced or is no longer in use, the fee for such equipment will be prorated for the actual days elapsed until the date on which Hobart receives such notification, and any amount prepaid by Customer shall be refunded by Hobart.

13. Customer Responsibilities. For any on-Site Service, Customer shall:

a. prepare the Site for the Services. If the Site is not prepared for the Services upon Hobart service personnel’s arrival at the agreed upon time and date, Hobart may charge Customer for any delay and/or travel time at Hobart Rates. If, in Hobart’s opinion, performance of Services would pose a risk to the safety of any person, Hobart may refuse, without any liability, to provide Services and to allow Hobart service personnel to suspend Services or vacate any Site. In such event, Customer is responsible for payment of any delay and/or travel time at Hobart Rates;

b. provide Hobart with at least 30 days’ written notice of any rules, regulations, statutes and requirements applicable to the Services, including any required permits and licenses, that are applicable to Customer’s local jurisdiction;

c. provide at least one business day notice of cancellation of any Service order. If Customer cancels with less than 24 hours’ notice, Customer is responsible for any costs incurred by Hobart caused by such cancellation. If Hobart travels to Customer’s location and Customer cancels thereafter, Customer may incur an additional cancellation charge; and

d. remain liable for all damages or injuries caused by or contributed to the negligent acts or willful misconduct of Customer, its employees, agents, and representatives that may occur on the site and indemnify Hobart for the same.

14. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR

CONSEQUENTIAL DAMAGES, OR FOR DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON A

PARTY’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO

EVENT WILL EITHER PARTY’S LIABILITY UNDER THESE TERMS OR IN CONNECTION WITH THE SALE OF PARTS OR SERVICES

HEREUNDER EXCEED THE PURCHASE PRICE OF THE SPECIFIC PARTS OR SERVICES AS TO WHICH THE CLAIM IS MADE.

15. Hobart Personnel. Customer will not solicit, offer work to, employ, or contract with, directly or indirectly, any of Hobart’s employees that interacted with Customer or any of its affiliates, agents or employees while Hobart provides Services and/or Parts hereunder and for a period of twelve

(12) months after the conclusion of such Services. A Hobart employee’s response to a general advertisement or solicitation not specifically targeting or intending to target employees of Hobart, its subsidiaries or any of affiliates shall not be deemed a violation of this Section.

16. Miscellaneous. (a) Additional terms from the local Branch Office may also apply to the Agreement, and if applicable will be provided by the local Branch Office prior to sale. (b) Except for payment obligations, neither party will be responsible for failure to perform in a timely manner under the Agreement when such failure results from events beyond its reasonable control (each an “Event of Force Majeure”), including acts of God, acts of war, blockades, pandemic, labor disputes and Part shortages. For each Event of Force Majeure, the affected party’s time for performance will extend for such time as reasonably necessary to enable that party to perform. (c) Nothing in the Agreement or the course of dealing of the parties may be construed to create a partnership, joint venture, or agency or as authorizing either party to obligate the other in any manner. (d) The Agreement may not be assigned or transferred by Customer without Hobart’s prior written consent. (e) Any dispute related to the Agreement will be governed by and construed according to the laws of the state of Ohio and litigated exclusively in the state or federal courts of the state of Ohio. The parties hereto expressly release and waive any and all rights to a jury trial. The parties agree that the United Nations Convention on Contracts for the International

Sale of Goods will not apply to the Agreement. (f) If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect. (g) The Agreement constitutes the entire agreement between the parties and any of their affiliates with respect to the Services and Parts covered by the Agreement, and supersedes any prior agreements, understandings, representations and quotations with respect thereto.