
WCSR 40690314v23
Southern States, LLC
Equipment Receipt, Installation, Use, Operation and Maintenance Terms
(“Terms of Use”)
The purchaser (“Purchaser”) of certain Equipment (the “Equipment”) identified in the Instruction Manual accompanying these
Terms of Use sold by Southern States, LLC (“Southern States”), by Purchaser’s acceptance or Use of Equipment in any way,
agrees to the Terms of Use set forth below (the word “Use” herein means receipt, testing, inspection, installation, operation,
maintenance and otherwise handling the Equipment):
Purchaser represents and warrants that it is fully qualified to Use the
Equipment, and that it is a sophisticated user of the Equipment with
a high level of expertise in the Use of the Equipment and Purchaser
knows that Southern State is relying on Purchaser’s sophistication
and expertise with respect to the Equipment.
The Purchaser will, within seven (7) days after receipt of the
Equipment, inspect the Equipment and identify and notify Southern
States in writing of any missing parts, damage or defects observed
in the Equipment.
The Purchaser will Use the Equipment, only in conformity with all
manuals, data sheets and instructions provided by Southern States,
and in keeping with sound engineering, utility and safety practice.
Purchaser will at its own expense, provide all necessary labor,
supplies, and facilities required to Use the Equipment.
oThe Purchaser may use its own personnel or engage a third
party to Use the Equipment. The Purchaser shall insure that
it only utilizes personnel who are fully qualified or certified
by a reputable certification agency to Use the Equipment. In
the event that Purchaser cannot find such qualified
personnel, the Purchaser will notify Southern States and
seek its advice to determine a mutually agreeable solution.
oBy separate agreement, Southern States may provide such
services and the personnel to conduct such services in
connection with the installation of the Equipment. In the
event Southern States agrees to provide personnel to install,
maintain, and operate the Equipment, such personnel will
function only in an advisory capacity and shall have no
responsibility for the supervision, or the quality or
workmanship of such installation, maintenance, or operate
of the Equipment.
The Purchaser shall not install and operate the Equipment in a way
such that a single point of Equipment failure leads to a cascading
event or consequential damage to any person or property. Purchaser
shall ensure redundancy in its system at all times. Purchaser
acknowledges and agrees that electric service is by nature subject to
interruptions due to Equipment failures and shall not agree to
provide service free from the effects of Equipment failures
The Equipment will be maintained and inspected as provided by this
instruction manual and in compliance with best industry practices,
but in no event will the Equipment be inspected and tested less
frequently than once in every 6 months.
The Purchaser shall not repair, dismantle, or alter any of the
Equipment without Southern States’ written consent.
Any failure of Equipment either in service, testing or inspection will
be promptly reported in writing to Southern States within 24 hours
of the failure so that adequate evidence can be collected, appropriate
diagnostic tests can be conducted, and analysis of the failure can be
determined.
Southern States will have no liability for any direct, indirect,
consequential or remote damage or injury, whether or not foreseen
or foreseeable, to the Purchaser or any third party or person for any
damages or injury to person or property caused by Purchaser’s or
any third party’s actions, whether or not negligent, in the Use of the
Equipment. Purchaser shall indemnify and hold Southern States and
its employees, officers and directors against any damage or injury
caused in whole or part by Purchaser’s or any third party’s action
whether or not negligent, resulting from the Use of the Equipment.
Southern States expressly rejects any liability to third parties. The
Purchaser expressly waives any claim against Southern States, its
employees, officers, directors and affiliates, for injury or damage to
person or property resulting from Use of the Equipment not directly
and solely caused by Southern States’ negligence. For the purposes
of clarity, Southern States shall not be liable, and be fully
indemnified by the Purchaser, for the following related to the
Equipment: normal wear and tear, excessive use and loading,
improper interference or maintenance on the part of the Purchaser
or third parties, incomplete or false information given by the
Purchaser, inappropriate or improper Use, faulty operation,
installation or start-up, faulty or careless handling, improper
maintenance, use of unsuitable operating materials/substitute
materials, defective construction work, hazardous ambient
conditions unknown to the Purchaser, chemical, electro-chemical or
electrical influences, changes to the subject of delivery made
without Southern States consent.
In the event that Southern States is found by a court of competent
jurisdiction or a properly empaneled arbitral body to be liable to the
Purchaser for any reason, Southern States shall be entitled to a
reduction in the liability by taking into account the exceptions
provided by statute, law, and any counterclaims Southern States
may have against Purchaser.
The failure of Purchaser to comply with these Terms of Use herein
shall void any and all warranties related to the Equipment. These
Terms of Use shall be deemed to be part of the binding contractual
agreements between Purchaser and Southern States related to the
Equipment and shall govern over any inconsistent term or provision
in such other contractual agreements.