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Who We Serve
Who We Serve
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1. Terms of Sale. Utility Solutions Group, LLC, (“USG”) warrants its products and parts as set forth below. All products are sold to the buyer (“Customer”) pursuant to USG’s Terms of Sale, available at:
Terms of Sale
2. Gas Products. USG warrants the USG gas regulator products to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of the installation or eighteen (18) months from the date of shipment, whichever occurs first. The warranty period for new spare parts and components sold by USG is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by USG is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty period.
3. Third-Party Goods. Notwithstanding anything to the contrary herein, USG does not warrant any goods manufactured or software supplied by third parties. For example, if Customer elects to buy meters from a third party, the USG gas regulator products shall be covered by the warranty above, but any warranty on the meter itself shall be a matter directly between Customer and such third-party meter supplier.
4. Services. USG warrants that its services shall, at the time of performance, materially conform to the contract requirements, and shall be performed in a professional and workmanlike manner, free from material defects in workmanship.
5.1 If any gas regulator products fail during the applicable warranty period (a “
”), USG’s obligation, and Customer’s exclusive remedy, is, at USG’s option, to either (i) repair or replace the Failed Good, provided the Customer (a) returns the product to the location designated by USG within the warranty period; and (b) prepays the freight costs both to and from such location; or (ii) deliver replacement components to the Customer, provided the Customer installs, at its cost, such components in or on the Failed Good (as instructed by USG). In all cases, Customer shall be responsible for returning the Failed Good to USG, including all costs associated with the return of the Failed Good, and USG shall be responsible for shipping the repaired or replaced good back to Customer’s warehouse. Customer shall, in all cases, be responsible for the In/Out Costs. If USG determines that the returned good is not defective, Customer shall pay and/or reimburse USG for all expenses incurred by USG in the examination of the returned good.
5.2 Customer’s remedy under the warranty for services shall be, at USG’s sole cost and expense, to correct or re-perform any defective or non-confirming services to assure compliance with the contract requirements.
5.3 THIS SECTION 5 SETS FORTH CUSTOMER’S SOLE REMEDY WITH RESPECT TO A FAILED GOOD OR ANY DEFECTIVE OR NON-CONFORMING SERVICE.
6. Warranty Exceptions. This General Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this General Limited Warranty do not apply to, and USG has no liability for, goods that have been: (i) installed improperly or in non-recommended installations; (ii) installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair; (iii) tampered with; modified or repaired with parts or assemblies not certified in writing by USG, including without limitation, communication parts and assemblies; improperly modified or repaired (including as a result of modifications required by USG); (iv) converted; (v) altered; (vi) damaged; (vii) read by equipment not approved by USG; or (viii) subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, “Exceptions.”). If USG identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and/or reimburse USG for all expenses incurred by USG in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above.
7. THE WARRANTIES SET FORTH IN THIS GENERAL LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY USG. USG EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS GENERAL LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND TITLE, OR THAT THE GAS REGULATOR PRODUCTS WILL OPERATE IN ALL CONDITIONS OR BE ERROR-FREE.
8. USG ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES.
9. Limitation of Liability.
9.1 USG’S AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO USG’S GAS REGULATOR PRODUCTS OR SERVICES (COLLECTIVELY “
CAUSES OF ACTION
”) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO USG FOR THE APPLICABLE GAS REGULATOR PRODUCT AND/OR SERVICES. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE.
9.2 AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, USG’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. USG SHALL NOT BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (II) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES.
9.3 The limitations on liability set forth in this Agreement are fundamental inducements to USG entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give USG the maximum protection permitted under law.
9.4 To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against USG more than twelve (12) months after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than twelve (12) months prior to the filing of the Cause of Action shall be recoverable.
10.1 Assignment. Customer may not assign, transfer, or sublicense any of its rights, obligations, or benefits under this Agreement without the prior written consent of USG. A Change of Control of Customer shall be deemed an assignment under this Section. Except as otherwise provided herein, this Agreement will be binding on and inure to the benefit of the respective successors and permitted assigns of the Parties. Any attempted assignment in violation of this Agreement will be void and without effect.
10.2 Governing Law. This Agreement is to be construed in accordance with and governed by the laws of the State of Delaware without giving effect to any choice of law rules.
10.3 Wavier; Severability. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
10.4 Force Majeure. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale.
11. Definitions. Any terms used in this General Limited Warranty as defined terms, and which are not defined herein, shall have the meanings given to those terms in the Terms of Sale.
11.1 “Agreement” means this General Limited Warranty, Customer’s purchase order (except any Additional Terms), USG’s Acknowledgement Form (if any), USG’s invoice and the Terms of Sale.
11.2 “End User” means any end user of electricity/water/gas that pays Customer for the consumption of electricity/water/gas, as applicable.
11.3 “Equipment” means any goods, including gas regulator products, sold hereunder.
11.4 “In/Out Costs” means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User’s premises and any costs and expenses incurred by Customer in installing, uninstalling and removing goods.