ZADEUS 15kW Loop Regenerator Sales Agreement
Thank you for ordering the ZADEUS 15kW Loop Regenerator System. This Agreement describes (1) the equipment you are agreeing to purchase through your order (and its purchase price) and (2) the terms you are agreeing to as part of this purchase.
1.Your Order and Order Deposit. By placing your order and submitting a deposit with your order, you have agreed to purchase the selected number of ZADEUS Loop Regenerator Systems at the price described in Section 2. The Loop Regenerator System you have agreed to purchase is described in your order (“Your Loop Regenerator System”). The deposit you submitted with your order (the “Order Deposit”) is equal to 70% of the full Price, is payable upon placement of order and is not refundable except under the specific circumstance described in Sections 6 and 15 below.
2. Your Price. The price for the purchase and installation of Your Loop Regenerator System (not including taxes) is listed in your order as the “Price”.
3. Order Payment. You agree to pay the full Price plus applicable taxes upon receipt of ZADEUS’ final invoice at time of installation. ZADEUS will apply your Order Deposit toward your Price.
4. Scope of Work. ZADEUS will design Your Loop Regenerator System and install it at the Site Location listed in your order (the “Site”), and then test it to make sure it’s working properly. The work required for ZADEUS to perform the design, installation and testing is called the “Scope of Work” and is attached as Exhibit 1. You agree to cooperate with us as we design, install and test Your Loop Regenerator System.
5. Diligence Period. ZADEUS will work with you for 10 days following your order (the “Diligence Period”) to provide a site- specific preliminary design, delivery schedule, identify any interconnection requirements and update the Scope of Work (if needed), as described in Section 6.
6. Changes. During the Diligence Period we might discover conditions that we could not have anticipated and that affect our ability to design, install and test Your Loop Regenerator System. If that happens, we might adjust the Scope of Work, the Price, and/or our work schedule. You agree that we are allowed to make these changes if they are reasonable; but we agree to give you the chance to review and accept or reject any changes beforehand. Specifically, we will send you a description of the changes in a “Change Order”. You will have 5 days to review the Change Order after you receive it. You can either approve the Change Order in that time or reject it. (If you do not send us a rejection in writing within 5 days of receiving it, you agree that we can assume you have approved it.) If you reject a Change Order, we can terminate this Agreement. In addition, if we can’t design or install Your Loop Regenerator System in a way that complies with applicable laws and regulations, or if conditions at Site don’t support installation of Your Loop Regenerator System, we can terminate this Agreement and will refund amounts paid by you. Approved Change Orders are part of this Agreement.
7. Installation. We will contact you to schedule installation of Your Loop Regenerator System. ZADEUS will install Your Loop Regenerator System ourselves or through a subcontractor according to our standard practices. You agree to give ZADEUS and our subcontractors access to the Site so we can install Your Loop Regenerator System.
8. Failure to Perform. If you think ZADEUS isn’t satisfying its obligations under this Agreement, then you have to notify us in writing about it. Similarly, ZADEUS will notify you in writing if we think you aren’t satisfying your obligations. Whoever is notified of not meeting its obligations will have 10 days after receiving that notice to correct the issue. If not, whoever gave the notice can terminate this Agreement.
- In addition, if ZADEUS notifies you that you have failed to pay the Price, ZADEUS can suspend the installation of Your Loop Regenerator System.
- If you terminate this Agreement for ZADEUS’ failure to perform, we will return any payment(s) you’ve made toward the Price.
- If ZADEUS terminates this Agreement for your failure to perform, we can keep any payment(s) that you have made towards the Price and may take back all components of Your Loop Regenerator System delivered to you through termination.
9. Limited Warranties. ZADEUS agrees to cover Your Loop Regenerator System with limited warranties for the equipment and for ZADEUS’ workmanship. The equipment warranty is described in a separate document called the “Loop Regenerator Manufacturer’s Limited Warranty”. (Even though it is a separate document, it is considered part of this agreement.) In addition, we agree to provide a warranty for ZADEUS’ workmanship that promises (1) our installation workmanship will be free from defects for 2 years from the date Your Loop Regenerator System is installed; and (2) we will not damage the Site. If you notify us that we have broken any of these promises, we will repair the defective work or damage (or have someone repair it) at our cost, which will be your only remedy. ZADEUS’ equipment and workmanship warranties are limited, and do not cover any defect or damage caused by events beyond our reasonable control or by your misuse or negligence. Our warranties also do not cover any material or equipment connected to Your Loop Regenerator System that we did not install. You understand and agree that ZADEUS is not providing any other warranties in connection with this Agreement even if those other warranties are express or implied by any law. The Loop Regenerator Manufacturer’s Limited Warranty and ZADEUS User Manual for Your Loop Regenerator System will be provided to you upon installation.
10. Confidentiality. You agree to keep this Agreement confidential, as well as any non-public, confidential or proprietary information or documentation provided to you by ZADEUS in connection with this agreement, including ZADEUS specifications, manuals, and similar documents. You also agree not to advertise or issue any public announcement about this Agreement or use our mark, name or logo in any marketing literature, web sites, articles, press releases (including interviews with representatives of media organisations of any form), or any other document or electronic communication, without ZADEUS’ written consent. You also cannot add any branding to Your Loop Regenerator System.
11. Remote Monitoring and Firmware Upgrades. You agree that ZADEUS can access Your Loop Regenerator System remotely to monitor its performance, perform diagnostics and upgrade firmware. This monitoring requires a stable internet connection, which you agree to provide at your own cost. We are not responsible for any issues arising from your failure to provide an internet connection. The ZADEUS User Manual, which will be provided to you upon installation, governs who owns what data that is produced by Your Loop Regenerator System.
12. Buyer Data. You grant to ZADEUS an irrevocable, perpetual, worldwide, royalty-free license to use any data owned by you and obtained by ZADEUS via the remote monitoring of Your Loop Regenerator System or otherwise provided by you to ZADEUS in connection with this Agreement, for ZADEUS (i) to exercise its rights and perform its obligations under this Agreement, the Loop Regenerator Manufacturer’s Limited Warranty, and any maintenance services agreement between the parties regarding Your Loop Regenerator System, (ii) to improve ZADEUS’ products and services, and (iii) to aggregate with other data. We can disclose data relating to Your Loop Regenerator System publicly if neither you nor the owner or long-term occupant at the Site could reasonably be identified from the publicly disclosed information.
13. ZADEUS Intellectual Property. ZADEUS will remain the exclusive owner of any and all patents, trademarks, copyrights, trade secrets and any other intellectual or proprietary rights (“Intellectual Property Rights”) associated with Your Loop Regenerator System (including, but not limited to any embedded software, the Loop Regenerator Manufacturer’s Limited Warranty, and any ZADEUS deliverables and manuals).
- ZADEUS agrees to give you a limited, non-exclusive, license to own and use Your Loop Regenerator System at a specific installed location, as per notification to ZADEUS during the Diligence Period, together with any ZADEUS materials provided to you (such as manuals, software embedded in Your Loop Regenerator System, protocols, etc.), solely in connection with the use, ownership, maintenance, repair and operation of Your Loop Regenerator System.
- This license excludes any rights to the Intellectual Property contained within Your Loop Regenerator System.
- Your Loop Regenerator System may not be resold or removed from the site without prior notice to ZADEUS, full disclosure of new ownership and/or agreement on new installation site, in the event that you would like to relocate Your Loop Regenerator to a new Site. Re-installation fee will be for owner’s account.
- Only ZADEUS approved, authorised electrical contractors may be used for the servicing, replacement of parts (whether under warranty or not) and/or the removal and reinstallation of the device.
- Any tinkering or tampering with Your Loop Regenerator System is not permitted, as it contains Intellectual Property protected by law.
- You cannot sublicense this license to anyone else.
- Except for what is said in this Section, you agree that no license or other right to ZADEUS’ Intellectual Property Rights is granted or implied in any way.
14. Limitation of Liability. You agree that each of your and ZADEUS’ total liability for all damages of any kind arising out of this Agreement will not exceed the Price. You also agree that neither you nor ZADEUS is liable for any incidental, special or consequential damages arising out of this Agreement.
15. Discontinuation. You understand and agree that ZADEUS can choose at any time to discontinue a product, feature or option related to Your Loop Regenerator System and that, if we do so, we can provide a comparable product, feature or option, or terminate this Agreement before installation of Your Loop Regenerator System and refund amounts paid by you.
16. Compliance with Law; Governing Law; Arbitration. Both parties agree to comply with all applicable laws and regulations in connection with this Agreement. This Agreement is governed by the laws of the Republic of South Africa. Neither party is bound by any terms relating to Your Loop Regenerator System that are not contained in this Agreement. Both parties also agree to promptly notify the other party if there is any dispute relating to this Agreement and to try to resolve the dispute in good faith. If the parties are unable to resolve a dispute within 21 days after that notice is given, then either party can take the dispute to arbitration through Arbitration Foundation of Southern Africa (“AFSA”) or its successor. The existence, content and result of the arbitration will be confidential. The arbitration will be conducted by a single arbitrator in English and in George, South Africa, unless otherwise agreed by ZADEUS. Both parties will bear its own expenses in the arbitration and will share equally the costs of the arbitration, unless the arbitrator assigns costs to a specific party. Judgement upon the award rendered in the arbitration may be entered in any court of competent jurisdiction.
17. Notices. All notices under this Agreement must be in writing and must be sent via email, or express and/or certified mail, to the contacts provided at the time of order.
18. Authority. By submitting your order, you’re representing that you have the authority to bind the person or company identified in the order as being the buyer and you agree that ZADEUS may rely on that representation.
EXHIBIT 1 SCOPE OF WORK
1.Scope of work ZADEUS’ Scope of Work includes the supply and installation of Your Loop Regenerator System at the Site. ZADEUS’ Scope of Work ends at the existing building electrical system. Once we have completed design of Your Loop Regenerator System, we will review it with you. ZADEUS will also perform testing and startup of Your Loop Regenerator System utilizing fully trained startup personnel and/or qualified supplier personnel.
2. What we provide ZADEUS will supply the following with respect to Your Loop Regenerator System:
- the quantity of Loop Regenerators identified in your order,
- integrated grounding system as required,
- Certificate of Compliance (“COC”) for Your Loop Regenerator System by a registered professional electrician as per applicable laws, and
- customary documentation as required for Your Loop Regenerator System to be capable of operating safely.
3. What you provide You will provide the following in connection with ZADEUS’ performance:
- any upgrades required to interconnect Your Loop Regenerator System to your building’s existing electrical system,
- temporary/construction power feed in support of ZADEUS’ installation of Your Loop Regenerator System,
- any permitting and associated fees associated with the installation of Your Loop Regenerator System as may be required by your local municipality,
- any improvements to the Site required for ZADEUS to access the Site and install Your Loop Regenerator System.
4. Exclusions from ZADEUS’ Scope of Work ZADEUS’ Scope of Work does not include the following:
- fire suppression system,
- lightning protection system design and installation,
- unforeseen electrical conditions of your existing building electrical system.
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