Sales Terms & Conditions

1. General.

The terms and conditions contained herein, together with any additional or different terms
contained or referenced in ABB's proposal or quotation and (“Proposal”), any addenda to the
Proposal, the purchase order (excluding any pre-printed terms and conditions and any terms that
conflict with the Proposal or ABB’s acknowledgment), and ABB’s acknowledgement, submitted to
Purchaser constitute the entire agreement (the "Agreement") between the parties with respect to
the purchase order and supersede all other prior communications and agreements regarding the
purchase order and ABB objects to any additional terms proposed by Purchaser. Acceptance by
ABB of the purchase order, or Purchaser's acceptance of ABB's Proposal, is expressly limited to
and conditioned upon Purchaser's acceptance of these terms and conditions, payment for or
acceptance of any performance by ABB being acceptance. "Equipment" as used herein means all
the equipment, parts, accessories sold, and all software and software documentation, if any,
licensed to Purchaser by ABB ("Software") under the purchase order. "Services" as used herein
means all labor, supervisory, technical and engineering, installation, repair, consulting or other
services provided by ABB under the purchase order. "Purchaser" shall include the initial end user
of the Equipment and/or services; provided, however, that Article 14(a) shall apply exclusively to
the initial end user. “Hazardous Materials” means any toxic or hazardous substance, hazardous
material, dangerous or hazardous waste, dangerous good, radioactive material, petroleum or
petroleum-derived products or by-products, or any other chemical, substance, material or
emission, that is regulated, listed or controlled pursuant to any national, state, provincial, or local
law, statute, ordinance, directive, regulation or other legal requirement of the United States (“U.S.”)
or the country of the Site.

2. Prices.

(a) Unless otherwise specified in writing, all Proposals expire thirty (30) days from the date thereof
and may be modified or withdrawn by ABB before receipt of Purchaser's conforming acceptance.
All prices set forth in a purchase order may be revised by ABB at any time prior to delivery or
performance based on ABB’s sole but reasonable estimate of its cost increases (after the
Proposal date) resulting directly or indirectly from factors such as: (i) a significant increase in raw
material, component, labor, or energy costs or (ii) governmental actions, such as increased tariffs
on the Equipment, raw material, or components.
(b) Unless otherwise stated herein, Services prices are based on normal business hours (8 a.m. to
5 p.m. Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (1
1/2) times the hourly rate; and Sunday hours will be billed at two (2) times the hourly rate; holiday
hours will be billed at three (3) times the hourly rate. If a Services rate sheet is attached hereto,
the applicable Services rates shall be those set forth in the rate sheet. Rates are subject to change
without notice.
(c) Except as otherwise agreed by ABB, the price does not include any federal, state or local
property, license, privilege, sales, use, excise, gross receipts, tariffs or other like taxes (“Taxes”)
which may now or hereafter be applicable. Purchaser agrees to pay or reimburse any such Taxes,
or ABB’s reasonable estimated cost impact thereof, which ABB or its suppliers are required to pay
or collect. If Purchaser is exempt from the payment of any Tax or holds a direct payment permit,
Purchaser shall, upon purchase order placement, provide ABB a copy, acceptable to the relevant
governmental authorities of any such certificate or permit.

3. Payment.

(a) Unless specified to the contrary in writing by ABB, payment terms are net cash, payable
without offset, in United States Dollars, 30 days from date of invoice by wire transfer to the
account designated by ABB in the Proposal. ABB is not required to commence or continue its
performance unless and until invoiced payments have been received in a timely fashion. For each
day of delay in receiving required payments, ABB shall be entitled to a matching extension of the
schedule.
(b) If in the judgment of ABB, the financial condition of Purchaser at any time prior to delivery does
not justify the terms of payment specified, ABB may require payment in advance, payment security
satisfactory to ABB and suspend its performance until said advance payment or payment security
is received or may terminate the purchase order, whereupon ABB shall be entitled to receive
reasonable cancellation charges. If delivery is delayed by Purchaser, payment shall be due on the
date ABB is prepared to make delivery. Delays in delivery or nonconformities in any installments
delivered shall not relieve Purchaser of its obligation to accept and pay for remaining installments.
(c) Purchaser shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1
1/2% per month or any part thereof or the highest applicable rate allowed by law on all such
overdue amounts plus ABB's attorneys' fees and court costs incurred in connection with collection.
If Purchaser fails to make payment of any amounts due under any purchase order and fails to cure
such default within ten (10) days after receiving written notice specifying such default, then ABB
may by written notice, at its option, suspend its performance under the purchase order until such
time as the full balance is paid or terminate the purchase order, as of a date specified in such
notice. In the event of suspension, cancellation or termination hereunder, ABB will be entitled to
recover all costs for work performed to date, costs associated with suspension, cancellation or
termination of the work and all other costs recoverable at law.

4. Changes.

(a) Any changes requested by Purchaser affecting the ordered scope of work must first be
reviewed by ABB and any resulting adjustments to affected provisions, including price, schedule,
and guarantees mutually agreed in writing prior to implementation of the change.
(b) ABB may, at its expense, make any changes in the Equipment or Services as it deems
necessary, in its sole discretion, to conform the Equipment or Services to the applicable
specifications (including but not limited to technical, standards, codes, performance, schedule,
location or performance, plus applicable laws and regulations). If Purchaser objects to any such
changes, ABB shall be relieved of its obligation to conform to the applicable specifications to the
extent that conformance may be affected by such objection. ABB will not be obligated to meet
specifications if not provided by Purchaser in the scope of work.

5. Delivery.

(a) All Equipment manufactured, assembled or warehoused in the continental United States is
delivered FCA ABB point of shipment, Incoterms® 2020 unless otherwise mutually agreed in
writing. Equipment shipped outside the continental United States is delivered FCA Incoterms®
2020 United States port of export unless otherwise mutually agreed in writing. Purchaser shall be
responsible for any and all demurrage or detention charges.
(b) If the scheduled delivery of Equipment is delayed by Purchaser or by Force Majeure, ABB may
move the Equipment to storage for the account of and at the risk of Purchaser whereupon it shall
be deemed to be delivered.
(c) Shipping and delivery dates are contingent upon Purchaser's timely approvals and delivery by
Purchaser of any documentation required for ABB's performance hereunder.
(d) Claims for shortages or other errors in delivery must be made in writing to ABB within ten (10)
days of delivery. Equipment may not be returned except with the prior written consent of and
subject to terms specified by ABB. Claims for damage after delivery shall be made directly by
Purchaser with the common carrier.

6. Title & Risk of Loss.

Except with respect to Software (for which title shall not pass, use being licensed) title to
Equipment shall transfer to Purchaser upon delivery according to the applicable freight term.
Notwithstanding any agreement with respect to delivery terms or payment of transportation
charges, risk of loss or damage with respect to the sale of Equipment shall pass from ABB to
Purchaser at delivery as defined in this Agreement.

7. Inspection, Testing and Acceptance.

(a) Any inspection by Purchaser of Equipment on ABB's premises shall be scheduled in advance
to be performed during normal working hours and subject to rules and regulations in place at the
ABB premises.
(b) If the purchase order provides for factory acceptance testing, ABB shall notify Purchaser when
ABB will conduct such testing prior to shipment. Unless Purchaser states specific objections in
writing within ten (10) days after completion of factory acceptance testing, completion of the
acceptance test constitutes Purchaser's factory acceptance of the Equipment and its authorization
for shipment.
(c) If the purchase order provides for site acceptance testing, testing will be performed by ABB
personnel to verify that the Equipment has arrived at site complete, without physical damage, and
in good operating condition. Completion of site acceptance testing constitutes full and final
acceptance of the Equipment. If, through no fault of ABB, acceptance testing is not completed
within thirty (30) days after arrival of the Equipment at the site, the site acceptance test shall be
deemed completed and the Equipment shall be deemed accepted.

8. Warranties and Remedies.

(a) Equipment and Services Warranty. ABB warrants that Equipment (excluding Software, which is
warranted as specified in paragraph (d) below) shall be delivered free of defects in material and
workmanship and that Services shall be free of defects in workmanship. The Warranty Remedy
Period for Equipment (excluding Software and spare parts) shall end twelve (12) months after
installation or eighteen (18) months after date of shipment, whichever first occurs. The Warranty
Remedy Period for new spare parts shall end twelve (12) months after date of shipment. If the
purchase order includes the sale of refurbished or repaired parts, the Warranty Remedy Period for
such parts shall end ninety (90) days after date of shipment. The Warranty Remedy Period for
Services shall end ninety (90) days after the date of completion of Services.
(b) Equipment and Services Remedy. If a nonconformity to the foregoing warranty is discovered in
the Equipment or Services during the applicable Warranty Remedy Period, as specified above,
under normal and proper use and provided the Equipment has been properly stored, installed,
operated and maintained and written notice of such nonconformity is provided to ABB promptly
after such discovery and within the applicable Warranty Remedy Period, ABB shall, at its option,
either (i) repair or replace the nonconforming portion of the Equipment or re-perform the
nonconforming Services or (ii) refund the portion of the price applicable to the nonconforming
portion of Equipment or Services. If any portion of the Equipment or Services so repaired,
replaced or re-performed fails to conform to the foregoing warranty, and written notice of such
nonconformity is provided to ABB promptly after discovery and within the original Warranty
Remedy Period applicable to such Equipment or Services or thirty (30) days from completion of
such repair, replacement or re-performance, whichever is later, ABB will repair or replace such
nonconforming Equipment or re-perform the nonconforming Services. The original Warranty
Remedy Period shall not otherwise be extended.
(c) Exceptions. ABB shall not be responsible for providing temporary power, removal, installation,
reimbursement for labor costs or working access to the nonconforming Equipment, including
disassembly and re-assembly of non-ABB supplied equipment, or for providing transportation to or
from any repair facility, or for any other expenses incurred in connection with the repair or
replacement, all of which shall be at Purchaser's risk and expense. ABB shall have no obligation
hereunder with respect to any Equipment which (i) has been improperly repaired or altered; (ii) has
been subjected to misuse, negligence or accident; (iii) has been used in a manner contrary to
ABB's instructions; (iv) is comprised of materials provided by or a design specified by Purchaser;
or (v) has failed as a result of ordinary wear and tear. Equipment supplied by ABB but
manufactured by others is warranted only to the extent of the manufacturer's warranty, and only
the remedies, if any, provided by the manufacturer will be allowed.
(d) Software Warranty and Remedies. ABB warrants that, except as specified below, the Software
will, when properly installed, execute in accordance with ABB's published specification. If a
nonconformity to the foregoing warranty is discovered during the period ending one (1) year after
the date of shipment and written notice of such nonconformity is provided to ABB promptly after
such discovery and within that period, including a description of the nonconformity and complete
information about the manner of its discovery, ABB shall correct the nonconformity by, at its
option, either (i) modifying or making available to the Purchaser instructions for modifying the
Software; or (ii) making available at ABB's facility necessary corrected or replacement programs.
ABB shall have no obligation with respect to any nonconformities resulting from (i) unauthorized
modification of the Software or (ii) Purchaser-supplied software or interfacing. ABB does not
warrant that the functions contained in the software will operate in combinations which may be
selected for use by the Purchaser, or that the software products are free from errors in the nature
of what is commonly categorized by the computer industry as "bugs".
(e) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED,
AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE
ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE PURCHASER'S
EXCLUSIVE REMEDIES AND ABB'S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY.

9. Intellectual Property Infringement.

(a) ABB shall defend at its own expense any action brought against Purchaser alleging that the
Equipment or the use of the Equipment to practice any process for which such Equipment is
specified by ABB (a "Process") directly infringes a patent in effect in the United States, an
European Union member state or the country of the Site (provided there is a corresponding patent
issued by the U.S., UK or an EU member state), or any copyright or trademark registered in the
country of the Site and to pay all damages and costs finally awarded in any such action, provided
that Purchaser has given ABB prompt written notice of such action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof including the right to
settle or otherwise terminate such action in behalf of Purchaser.
(b) ABB shall have no obligation hereunder and this provision shall not apply to: (i) any other
equipment or processes, including Equipment or Processes which have been modified or
combined with other equipment or process not supplied by ABB; (ii) any Equipment or Process
supplied according to a design, other than an ABB design, required by Purchaser; (iii) any
products manufactured by the Equipment or Process; (iv) any use of the Equipment or Process
contrary to ABB instructions; (v) any patent issued after the date hereof; or (vi) any action settled
or otherwise terminated without the prior written consent of ABB.
(c) If, in any such action, the Equipment is held to constitute an infringement, or the practice of any
Process using the Equipment is finally enjoined, ABB shall, at its option and its own expense,
procure for Purchaser the right to continue using said Equipment; or modify or replace it with non-infringing equipment or, with Purchaser's assistance, modify the Process so that it becomes non-infringing; or remove it and refund the portion of the price allocable to the infringing Equipment.
THE FOREGOING PARAGRAPHS STATE THE EXCLUSIVE LIABILITY OF ABB AND
EQUIPMENT MANUFACTURER FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT.
(d) To the extent that said Equipment or any part thereof is modified by Purchaser, or combined by
Purchaser with equipment or processes not furnished hereunder (except to the extent that ABB is
a contributory infringer) or said Equipment or any part thereof is used by Purchaser to perform a
process not furnished hereunder by ABB or to produce an article, and by reason of said
modification, combination, performance or production, an action is brought against ABB,
Purchaser shall defend and indemnify ABB in the same manner and to the same extent that ABB
would be obligated to indemnify Purchaser under this "Intellectual Property Indemnification"
provision

10. Waiver of Consequential Damages.

In no event shall ABB, its suppliers or subcontractors be liable for special, indirect, incidental or
consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise,
including, but not limited to, loss of profits or revenue, loss of data, loss of use, loss of use of any
of the Equipment or any associated equipment, cost of capital, cost of substitute equipment,
facilities or services, downtime costs, delays, and claims of customers of the Purchaser or other
third parties for any damages.

11. Limitation of Liability.

(a) ABB's aggregate liability for all claims whether in contract, warranty, tort, negligence, strict
liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this
Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery,
resale, repair, replacement, installation, technical direction of installation, inspection, operation or
use of any equipment covered by or furnished under this Agreement, or from any services
rendered in connection therewith, shall in no case (except as provided in the section entitled
"Intellectual Property Indemnification") exceed the purchase order price.
(b) All causes of action against ABB arising out of or relating to this Agreement or the performance
or breach hereof shall expire unless brought within one (1) year of the time of accrual thereof.
(c) In no event, regardless of cause, shall ABB be liable for penalties or penalty clauses of any
description or for indemnification of Purchaser or others for costs, damages, or expenses arising
out of or related to the Equipment and/Services.
(d) The rights and remedies of the parties contained under these terms and conditions shall be
sole and exclusive.
(e)If Purchaser is supplying Equipment, Services, or Software to a third party, or using Equipment,
Services, or Software at a facility owned by a third party, Purchaser will be solely responsible for
it’s obligations to that third party and will defend and indemnify ABB from, and against, all liability
resulting from any variance between the terms of this Agreement and any of Purchaser's terms
with the third-party.

12. Laws and Regulations.

ABB does not assume any responsibility for compliance with federal, state or local laws and
regulations, except as expressly set forth in this Agreement, and compliance with any laws and
regulations related to Purchaser’s duties, obligations, and business practices including the
application, operation, or use and disposal of the Equipment, Services, or Software is the sole
responsibility of the Purchaser. All laws and regulations referenced in this Agreement shall be
those in effect as of the Proposal date. In the event of any subsequent revisions or changes
thereto, ABB assumes no responsibility for compliance therewith. If Purchaser desires a
modification as a result of any such change or revision, it shall be treated as a change per Article
4. Nothing contained herein shall be construed as imposing responsibility or liability upon ABB for
obtaining any permits, licenses or approvals from any agency required in connection with the
supply, erection or operation of the Equipment. This Agreement shall in all respects be governed
by, and construed, interpreted and enforced in accordance with the laws of the State of New York,
USA, excluding its conflicts of laws rules and the provisions of the United Nations Convention on
Contracts for the International Sale of Goods, and both parties hereby agree that any litigation
concerning, arising out of, or related to this Agreement, whether claims are based on contract, tort,
equity or otherwise, shall be conducted only in the state or federal courts functioning in the State
of New York, New York County and waive the defense of an inconvenient forum in respect to any
such litigation. If any provision hereof, partly or completely, shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision or portion hereof and these
terms shall be construed as if such invalid or unenforceable provision or portion thereof had never
existed.

13. OSHA.

ABB warrants that the Equipment will comply with the relevant standards of the Occupational
Safety and Health Act of 1970 ("OSHA") and the regulations promulgated thereunder as of the
date of the Proposal. Upon prompt written notice from the Purchaser of a breach of this warranty,
ABB will replace the affected part or modify it so that it conforms to such standard or regulation.
ABB's obligation shall be limited to such replacement or modification. In no event shall ABB be
responsible for liability arising out of the violation of any OSHA standards relating to or caused by
Purchaser's design, location, operation, or maintenance of the Equipment, its use in association
with other equipment of Purchaser, or the alteration of the Equipment by any party other than
ABB.

14. Software License.

(a) ABB owns all rights in or has the right to sublicense all of the Software,
if any, to be delivered to Purchaser under this Agreement. As part of the sale made hereunder
Purchaser hereby obtains a limited license to use the Software, subject to the following: (i) the
Software may be used only in conjunction with equipment specified by ABB;(ii) the Software shall
be kept strictly confidential; (iii) the Software shall not be copied, reverse engineered, or modified;
(iv) the Purchaser's right to use the Software shall terminate immediately when the specified
equipment is no longer used by the Purchaser or when otherwise terminated, e.g. for breach,
hereunder; and (v) the rights to use the Software are non-exclusive and non-transferable, except
with ABB's prior written consent.
(b) Nothing in this Agreement shall be deemed to convey to Purchaser any title to or ownership in
the Software or the intellectual property contained therein in whole or in part, nor to designate the
Software a "work made for hire" under the Copyright Act, nor to confer upon any person who is not

15. Intellectual Property, Inventions and Information.

(a) "Intellectual Property Rights" means all current and future rights in copyrights, trade secrets,
trademarks, mask works, patents, design rights, trade dress, and any other intellectual property
rights that may exist anywhere in the world, including, in each case whether unregistered,
registered or comprising an application for registration, and all rights and forms of protection of a
similar nature or having equivalent or similar effect to any of the foregoing. "Technology" means all
inventions, discoveries, ideas, concepts, methods, code, executables, manufacturing processes,
unique compositions, mask works, designs, marks, and works of authorship fixed in the medium of
expression, and materials pertaining to any of the preceding; whether or not patentable,
copyrightable or subject to other forms of protection.
(b) ABB shall maintain all right, title and interest in any Technology and Intellectual Property Rights
that ABB owned, created, conceived or discovered prior to entering into this Agreement, or owns,
creates or discovers separately from the activities contemplated by this Agreement. Unless
otherwise agreed in writing by ABB and Purchaser, ABB shall have all right, title and interest in
any Technology and Intellectual Property Rights that ABB creates, conceives or discovers in
furtherance of this Agreement, and ABB shall have all right, title and interest in any Technology
and Intellectual Property Rights embodied in the Equipment and Services. Any design,
manufacturing drawings or other information submitted to the Purchaser remains the exclusive
property of ABB. Purchaser shall not, without ABB's prior written consent, copy or disclose such
information to a third party, unless required by a public information request from a governmental
body. Such information shall be used solely for the operation or maintenance of the Equipment
and not for any other purpose, including the duplication thereof in whole or in part.

16. Force Majeure.

ABB shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for
failure to perform when prevented from doing so by causes beyond its reasonable control
including but not limited to acts of war (declared or undeclared), delays attributable to outbreaks,
epidemics and pandemics (including any variations), Acts of God, fire, strike, labor difficulties,
acts or omissions of any governmental authority or of Purchaser, compliance with government
regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain
necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays
in the performance of its suppliers or subcontractors due to any of the foregoing enumerated
causes. In the event of delay due to any such cause, the date of delivery will be extended by
period equal to the delay plus a reasonable time to resume production, and the price will be
adjusted to compensate ABB for such delay.

17. Cancellation.

Special order, custom designed, and made-to-order Equipment are non-cancelable and non-returnable. Any other purchase order may be cancelled by Purchaser only upon prior written
notice and payment of termination charges as set forth in the cancellation schedule included in the
Proposal or payment of, including but not limited to, the purchase price of the work performed prior
to the effective date of notice of termination, the costs identified to the purchase order incurred by
ABB for work not completed, and all expenses incurred by ABB attributable to the termination, plus
a fixed sum of ten (10) percent of the final total price to compensate for disruption in scheduling,
planned production and other indirect costs.

18. Termination.

(a) No termination by Purchaser for material default shall be effective unless, within fifteen (15)
days after receipt by ABB of Purchaser's written notice specifying such default, ABB shall have
failed to initiate and pursue with due diligence correction of such specified default.
(b) If the event of termination for a material default, ABB shall reimburse Purchaser the difference
between that portion of the Agreement price allocable to the terminated scope and the actual
amounts reasonably incurred by Purchaser to complete that scope, and Purchaser shall pay to
ABB the portion of the Agreement price allocable to Equipment completed and any amounts due
for Services performed before the effective date of termination.
(c) ABB may terminate the Agreement (or any affected portion thereof) immediately for cause if
Purchaser becomes insolvent/bankrupt, or materially breaches the Agreement, including, but not
limited to, failure or delay in Purchaser making any payment when due, or fulfilling any payment
conditions.

19. Export Control.

(a) The following definitions apply to this Article19:
"Trade Control Laws" means all applicable trade and economic sanctions laws and regulations,
specifically including but not limited to the U.S. International Traffic in Arms Regulations ("ITAR"),
22 C.F.R. 120 et seq.; the Export Administration Regulations ("EAR"), 15 C.F.R. 730-774; the
Foreign Assets Control Regulations ("FACR"), 31 C.F.R. 500-598; the Foreign Trade Regulations
("FTR"), 15 C.F.R. 30-199; and, any administrative or regulatory decisions or guidelines adopted
pursuant to Trade Control Laws.
"Purchaser Entities" means Purchaser's officers, directors, employees, parent company,
subsidiaries and other affiliates, and if f the Equipment, Software and/or Services are subject to
resale or other distribution, Purchaser's customers and end-users of the same.
(b) Purchaser shall comply in all respects with Trade Control laws and shall not export, re-export,
transfer, disclose or otherwise provide or make accessible the Equipment, Software, data or other
information provided to Purchaser by ABB hereunder, to any non-U.S. person or entity (including
Purchaser's dual and/or third-country national employees or third party contractors) without first
complying with all requirements of the applicable Trade Control Laws. If Purchaser is a U.S. entity
and is engaged in the business of either exporting or manufacturing (whether exporting or not)
Defense Articles or furnishing Defense Services as defined in the ITAR, Purchaser represents that
it shall maintain an active registration with the U.S. Department of State's Directorate of Defense
Trade Controls ("DDTC"), as required by the ITAR, throughout the performance of this Contract,
and that it maintains an effective export and import compliance program in accordance with the
ITAR. If Purchaser is a U.S. entity and will export ABB's Equipment, Software, and/or data,
Purchaser will be considered an exporter within the meaning of the U.S. export regulations.
Therefore, ABB should not be listed as the exporter or U.S. Principal Party in Interest ("USPPI") on
any documentation or filings relating to any export. Purchaser acknowledges it's acting on its own
behalf and not as ABB's agent for export or any other purposes.
(c) Purchaser represents and warrants that the Equipment, Software and Services provided
hereunder, and the ""direct product"" thereof are intended for civil use only and will not be used,
directly or indirectly, for the production of chemical or biological weapons or of precursor
chemicals for such weapons, or for any direct or indirect nuclear end use or any other end use
prohibited by Trade Control Laws.
(d) Purchaser represents and warrants that: (1) neither Purchaser nor any Purchaser Entity is
included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Treasury Department's Office of
Foreign Assets Control ("OFAC"), Denied Parties List, Unverified List or Entity List maintained by
the U.S. Commerce Department's Bureau of Industry and Security ("BIS"), or the List of Statutorily
Debarred Parties maintained by the U.S. State Department's Directorate of Defense Trade
Controls, listed, the ITAR §126.1 Restricted Parties List, or the consolidated list of asset freeze
targets designated by the United Nations, European Union, and United States or any similar list
maintained by the European Union or European member state (collectively "Restricted Parties
List"); and (2) no entity or person listed on the Restricted Parties List (or owned directly or
indirectly, in whole or in part, by an entity or person on the Restricted Parties List) has any
property, financial or other interest in the Equipment, Software or Services, and that the same
shall not be transferred, reexported, disclosed to or otherwise provided to an entity or person on
the Restricted Parties List. Purchaser shall notify ABB immediately if Purchaser or a Purchaser
Entity becomes listed on the Restricted Party List.
(e) Purchaser shall notify ABB immediately upon awareness of any breach or suspected breach of
this Article 19. Any violation of Purchaser's obligations under this Article 19 is a material breach of
this Agreement and ABB reserves the right to terminate the Agreement immediately upon written
notice for Purchaser's default. Purchaser shall indemnify, defend and hold harmless ABB, its
officers, directors, employees, agents, affiliates, successors, and permitted assigns from and
against all claims, causes of action, damages, liabilities, and expenses, including attorney's fees
arising from Purchaser's breach of this Article 19 and any resulting termination of this Agreement.
(f) If agreed to by the Parties pursuant to a written statement of work or elsewhere in this
Agreement, ABB shall file for a U.S. export license, but only after appropriate documentation for
the license application has been provided by Purchaser. Purchaser shall furnish such
documentation within a reasonable time after purchase order acceptance. Any delay in obtaining
such license shall suspend performance of this Agreement by ABB. If an export license is not
granted or, if once granted, is thereafter revoked or modified by the appropriate authorities, this
Agreement may be canceled by ABB without liability for damages of any kind resulting from such
cancellation. At ABB's request, Purchaser shall provide to ABB a Letter of Assurance and End-User Statement in a form reasonably satisfactory to ABB.
(g) When applicable, the party considered the exporter of the Equipment, Software, Services
and/or data, will apply for the export license in compliance with all applicable Trade Control Laws.
If ABB is the applicant of the export license, the Purchaser agrees to immediately provide all the
necessary information and documentation (i.e. End-User/End-Use Certificate and Letter of
Assurance) required to apply for the license. If an export license is denied or revoked, the
applicant must notify the other party immediately and this Agreement may be terminated by ABB
without liability for damages of any kind resulting from such termination.

20. Trade Controls.

(a) The Parties agree to comply with all applicable sanctions and export control laws in connection
with this Agreement. Sanctions and export control laws and regulations include any applicable
laws, regulations, or administrative or regulatory decisions or guidelines that sanction, prohibit or
restrict certain activities including, but not limited to, (i) import, export, re-export, transfer, or trans-shipment of goods, services, technology, or software; (ii) financing of, in-vestment in, or direct or
indirect transactions or dealings with certain countries, territories, regions, governments, projects,
or specifically designated persons or entities, including any future amendments to these
provisions; or (iii) any other laws, regulations, administrative or regulatory decisions, or guidelines
adopted, maintained, or enforced by any Sanctions Agency on or after the date of the [purchase
order] (collectively, “Trade Control Laws”). “Sanctions Agency” means any governmental or
regulatory body, instrumentality, authority, institution, agency or court that promulgates or
administers Trade Control Laws including, but not limited to, the aforementioned governmental
and regulatory bodies of (i) the United Nations, (ii) the United States of America (including the U.S.
Department of Treasury Office of Foreign Assets Control, U.S. Department of State and U.S.
Department of Commerce), (iii) the European Union or (iv) Switzerland.
(b) The Parties confirm that they have not violated, shall not violate, and shall not cause the other
Party to violate, any applicable Trade Control Laws. Each Party represents and warrants that, to
the best of its knowledge, at the date of the [purchase order] neither it, nor any of their respective
directors or officers are a Restricted Person. Each Party agrees that it shall promptly notify the
other Party if it becomes a Restricted Person. “Restricted Person” means any entity or person
included on a list (including U.S. and EU lists) of targeted parties, blocked parties, or persons
subject to asset-freezing or other restrictions introduced under any applicable Trade Control Laws
(and includes any entity that is directly or indirectly owned fifty (50) percent or more, in the
aggregate or individually, or otherwise controlled by any Restricted Person).
(c) If, as a result of Trade Control Laws issued or amended after the date of the [purchase orer],
including, but not limited to, (i) the Purchaser or the end-user is/becomes a Restricted Person, or
(ii) any necessary export license or authorization from a Sanctions Agency is not granted, the
performance by ABB or any of its affiliates becomes illegal or impracticable, ABB shall be entitled
to either immediately suspend the performance of the affected obligation under the [purchase
order] until such time as ABB may lawfully discharge such obligation or unilaterally terminate the
[purchase order] in whole or in part. ABB will not be liable to the Purchaser for any costs,
expenses or damages associated with such suspension or termination of the [purchase order].
(d) The Parties undertake to obtain all the necessary licenses and/or permits from the competent
authorities for the import or export, re-export, or in-country transfer of Equipment and Services.
Equipment and Software, and the "direct product" thereof, that originate from the United States are
subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid li-censes/authorizations
of the competent US authorities. At ABB's request, Purchaser shall provide to ABB a Letter of
Assurance and End-User Statement in a form reasonably satisfactory to ABB.
(e) The Purchaser represents and warrants that the Equipment and Services are for civil use only.
The Purchaser further represents that it will not directly or indirectly sell, export, re-export, release,
transmit or otherwise transfer any items received from ABB to any Restricted Parties, or parties
that operate, or whose end use will be, in a jurisdiction/region prohibited by ABB including Belarus,
Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and
Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any time).
(f) If the Purchaser infringes any obligations in this Trade Controls clause in connection with the
[purchase order], the Purchaser must immediately notify ABB. Failure to comply with these Trade
Compliance obligations shall be considered a material breach, and ABB shall have the right to
unilaterally terminate the Agreement with immediate effect. Such termination would be without
prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to
Purchaser for any claim, losses or damages whatsoever related to its decision to terminate
performance under this provision. Further, Purchaser shall indemnify ABB for all liabilities,
damages, costs, or expenses incurred as a result of any such violation, breach and/or termination
of the Agreement. ABB may report such violations to relevant authorities as required by applicable
Trade Control Laws.
(g) For the avoidance of doubt, no provision in this Agreement shall be interpreted or applied in a
way that would require any Party to do, or refrain from doing, any act which would constitute a
violation of, or result in a loss of economic benefit under, applicable Trade Control Laws.

21. Bribery and Corruption.

(a) Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that
other persons will, directly or indirectly, make any payment, gift or other commitment to its
customers, to government officials or to agents, directors and employees of ABB or any other
party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign
Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where
applicable, legislation enacted by member States and signatories implementing the OECD
Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws,
regulations, ordinances and rules regarding bribery and corruption.
(b) Nothing hereunder shall render ABB liable to reimburse Purchaser for any such consideration
given or promised.
(c) Purchaser's material violation of any of the obligations contained in Article 21(a) above may be
considered by ABB to be a material breach hereunder and shall entitle ABB to terminate this
agreement with immediate effect and without prejudice to any further right or remedies on the part
of ABB hereunder or applicable law. Purchaser shall indemnify ABB for all liabilities, damages,
costs or expenses incurred as a result of any such violation of the above-mentioned obligations
and termination of this agreement.
(d) Purchaser understands that ABB's Code of Conduct is available for consultation online at
http://www.abb.com/integrity. Purchaser agrees to perform its contractual obligations hereunder
with substantially similar standards of ethical behavior as those found in Supplier's Code of
Conduct.
(e) ABB r has established the following reporting channels where Purchaser and its employees
may report suspected violations of applicable laws, policies or standards of conduct:
Web portal: www.abb.com/integrity
Telephone: number specified on the above Web portal
Mail: address specified on the above Web portal

22. Assignment.

Any assignment of this Agreement or of any rights or obligations under the Agreement without
prior written consent of ABB shall be void.

23. Nuclear.

Equipment and Services sold hereunder are not intended for use in connection with any nuclear
facility or activity, and Purchaser warrants that it shall not use or permit others to use Equipment or
Services for such purposes, without the advance written consent of ABB. If, in breach of this, any
such use occurs, ABB (and its parent, affiliates, suppliers and subcontractors) disclaims all liability
for any nuclear or other damage, injury or contamination, including without limitation any physical
damage to a nuclear facility itself, resulting from a nuclear incident and, in addition to any other
rights of ABB, Purchaser shall indemnify and hold ABB (and its parent, affiliates, suppliers and
subcontractors) harmless against all such liability including, but not limited to, any physical
damage to the nuclear facility or surrounding properties, if any. Consent of ABB to any such use, if
any, will be conditioned upon additional terms and conditions that ABB determines to be
acceptable for protection against nuclear liability including but not limited to the requirement that
the Purchaser and/or its end user customer shall have complete insurance protection against
liability and property damage including without limitation physical damage to a nuclear facility itself
or any surrounding properties, if any, resulting from a nuclear incident and shall indemnify ABB, its
subcontractors, suppliers and vendors against all claims resulting from a nuclear incident
including, but not limited to, any physical damage to the nuclear facility.

24. Resale.

If Purchaser resells any of the Equipment or Services, the sale terms shall limit ABB's liability to
the buyer to the same extent that ABB's liability to Purchaser is limited hereunder. Additionally, if
the end-user intends to use the Equipment or Services in connection with any nuclear facility or
activity, the Purchaser shall require the end-user comply with the financial requirements under
Price-Anderson Act (PAA) and secure a written release of liability which flows from the end-user to
the benefit of ABB.

25. Environmental, Health and Safety Matters.

(a) Purchaser shall be obligated to maintain safe working conditions at its facility or location (the
"Site"), including the implementing of appropriate procedures regarding Hazardous Materials,
confined space entry, and energization and de-energization of power systems (electrical,
mechanical and hydraulic) using safe and effective lock- out/tag-out ("LOTO") procedures
including physical LOTO or a mutually agreed upon alternative method.
(b) Purchaser shall immediately advise ABB in writing of all applicable Site-specific health, safety,
security and environmental requirements and procedures. Without limiting Purchaser's
responsibilities hereunder, ABB has the right but not the obligation to, from time to time, review,
audit and inspect applicable health, safety, security and environmental documentation, procedures
and conditions at the Site.
(c) If, in ABB's reasonable opinion, the health, safety, or security of personnel or the Site is, or is
likely to be, imperiled by security risks, the presence of or threat of exposure to Hazardous
Materials, or unsafe working conditions, ABB may, in addition to other rights or remedies available
to it, remove some or all of its personnel from Site, suspend performance of all or any part of the
purchase order, and/or remotely perform or supervise work. Any such occurrence shall be
considered a Force Majeure event. Purchaser shall reasonably assist in ensuring the safe
departure of personnel from the Site.
(d) Purchaser shall not require or permit ABB's personnel to operate Purchaser's equipment at
Site.
(e) Purchaser will make its Site medical facilities and resources reasonably available to ABB
personnel who need medical attention.
(f) ABB has no responsibility or liability for the pre-existing condition of Purchaser's equipment or
the Site, which is the sole responsibility of Purchaser. Prior to ABB starting any work at Site,
Purchaser will provide documentation that identifies the presence and condition of any Hazardous
Materials existing in or about Purchaser's equipment or the Site that ABB may encounter while
performing under this Agreement. The provision of such documentation shall in no way release
Purchaser from its responsibility for said conditions. Purchaser shall disclose to ABB industrial
hygiene and environmental monitoring data regarding conditions that may affect ABB's work or
personnel at the Site. Purchaser shall keep ABB informed of changes in any such conditions.
(g) ABB shall promptly notify Purchaser if ABB becomes aware of: (i) conditions at the Site
differing materially from those disclosed by Purchaser, or (ii) previously unknown physical
conditions at Site differing materially from those ordinarily encountered and generally recognized
as inherent in work of the character provided for in the Agreement. If any such conditions cause an
increase in ABB's cost of, or the time required for, performance of any part of the work under the
Agreement, an equitable adjustment in price and schedule shall be made.
(h) If ABB encounters Hazardous Materials in Purchaser's equipment or at the Site that require
special handling or disposal, ABB is not obligated to continue work affected by the hazardous
conditions. In such an event, Purchaser shall at its sole cost and expense eliminate the hazardous
conditions in accordance with applicable laws and regulations so that ABB's work under the
Agreement may safely proceed, and ABB shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in ABB's cost of, or time required for, performance
of any part of the work. Purchaser shall properly store, transport and dispose of all Hazardous
Materials introduced, produced or generated in the course of ABB's work at the Site.
(i) Purchaser shall indemnify ABB for any and all claims, damages, losses, and expenses arising
out of or relating to any Hazardous Materials which are or were (i) present in or about Purchaser's
equipment or the Site prior to the commencement of ABB's work, (ii) improperly handled or
disposed of by Purchaser or Purchaser's employees, agents, contractors or subcontractors, or (iii)
brought, generated, produced or released on Site by parties other than ABB.

26. Confidentiality.

a) ABB and Purchaser (as to information disclosed, the "Disclosing Party") may each provide the
other party (as to information received, the "Receiving Party") with Confidential Information in
connection with this Agreement. "Confidential Information" means (a) information that is
designated in writing as "confidential" or "proprietary" by Disclosing Party at the time of written
disclosure, and (b) information that is orally designated as "confidential" or "proprietary" by
Disclosing Party at the time of oral or visual disclosure and is confirmed to be "confidential" or
"proprietary" in writing within fifteen (15) days after the oral or visual disclosure. In addition, prices
for Products and Services shall be considered ABB's Confidential Information.
(b) Receiving Party agrees: (i) to use the Confidential Information only in connection with the
Agreement and use of Products and Services, (ii) to take reasonable measures to prevent
disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential
Information to a competitor of Disclosing Party. Notwithstanding these restrictions, each party shall
permit access to the other's Confidential Information only to its employees who: (i) reasonably
require access to Confidential Information for purposes approved by this Agreement, and (ii) have
undertaken a binding obligation of confidentiality with respect to the confidential information of
others entrusted to him or her, and (iii) have been apprised of the confidentiality obligations
hereunder. ABB may disclose Confidential Information to its affiliates and subcontractors in
connection with performance of the purchase order. A Receiving Party may only disclose
Confidential Information to any other third party with the prior written permission of Disclosing
Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment
from any such third party that prohibits disclosure of the Confidential Information and provided
further that the Receiving Party remains responsible for any unauthorized use or disclosure of the
Confidential Information. Receiving Party shall upon request return to Disclosing Party or destroy
all copies of Confidential Information except to the extent that a specific provision of the
Agreement entitles Receiving Party to retain an item of Confidential Information. ABB may also
retain one archive copy of Purchaser's Confidential Information.
(c) The obligations under this Article 25 shall not apply to any portion of the Confidential
Information that: (i) is or becomes generally available to the public other than as a result of
disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes available to
Receiving Party on a non-confidential basis from a source other than Disclosing Party when the
source is not, to the best of Receiving Party's knowledge, subject to a confidentiality obligation to
Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or
affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law
or valid legal process provided that the Receiving Party intending to make disclosure in response
to such requirements or process shall promptly notify the Disclosing Party in advance of such
disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential
Information.
(d) As to any individual item of Confidential Information, the restrictions under this Article 25 shall
expire five (5) years after the date of disclosure. This Article 25 does not supersede any separate
confidentiality or nondisclosure agreement signed by the parties.

27. Non-Survival.

The following Articles shall not survive termination or cancellation of this Agreement: 5, 7, 8, 17
and 18. All other Articles shall survive the termination or cancellation of the Agreement.

28. Entire Agreement.

This Agreement constitutes the entire agreement between ABB and Purchaser. There are no
agreements, understandings, restrictions, warranties, or representations between ABB and
Purchaser other than those set forth herein or herein provided. As stated in Article 1 of this
Agreement, ABB's Proposal, Policies, Addendum(s), if any, submitted to Purchaser, shall control
over any conflicting terms. ABB specifically rejects any exceptions to this Agreement, Proposals,
Polices, and/or Addendum(s) on the face of any purchase order. Purchaser shall advise ABB in
writing of all conflicts, errors, omissions, or discrepancies among the Proposal, Policies,
Addendum(s) and this Agreement immediately upon discovery. This Agreement shall supersede
any standard, preprinted terms and conditions that are automatically attached to purchase orders
issued by Purchaser.

29. US Government Contracts.

This Article 28 applies only if the Agreement is for the direct or indirect sale, or is funded in whole
or in part by, an agency of the U.S.federal government, or a state government, or any other
U.S.government instrumentality or political subdivision (collectively "U.S.government entity").
Unless otherwise expressly stated and specifically agreed in ABB's Proposal:
(a) Purchaser agrees that:
(i) all Equipment, Software, and Services provided by ABB meet the definition of "commercial-offthe-shelf" ("COTS") or "commercial product" or "commercial service" or "commercial computer
software" as those terms are defined in Federal Acquisition Regulation ("FAR") 2.101.
(ii) ABB technical data and computer software are developed at ABB's private expense and not in
performance of the Agreement. ABB retains ownership and proprietary rights in all technical data
and computer software provided to Purchaser under the Agreement and under a U.S.Government
contract or subcontract. Neither the Purchaser, the U.S.Government nor any higher-tier contractor
under a U.S.Government contract will obtain any rights in ABB technical data or computer
software beyond the rights provided under ABB's standard commercial licenses consistent with
FAR 12.211 and 12.212.
(iii) to the extent the Buy American Act (41 U.S.C. §§ 8301 –8305, as amended), Trade
Agreements Act (19 U.S.C. §§ 2501 – 2581, as amended), Build America, Buy America(Pub. L.
117-58, December 29, 2022, as amended) or other domestic preference requirements are
applicable to this Agreement, the country of origin of Equipment or Software is unknown.
(iv) the version of any applicable FAR clause listed in this Article 28 shall be the one in effect on
the effective date of this Agreement.
(b) If Purchaser is an agency of the U.S. Government, then as permitted by FAR 12.302,
Purchaser agrees that:
(i) all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) are replaced with these
Terms and Conditions.
(ii) only the clauses identified in FAR 52.212-5 apply and only to the extent applicable for sale of
COTS and/or commercial products and/or commercial services and as appropriate for the
purchase order price.
(iii) any Services offered by ABB are exempt from the Service Contract Act of 1965 (41 U.S.C. §§
6701 - 6707, as amended).
(iv) all other U.S. Government agency contract provisions are rejected.
(c) If Purchaser is procuring as a contractor, or subcontractor at any tier, on behalf of an agency of
a U.S. government entity, then Purchaser agrees that:
(i) only the clauses identified in FAR 52.212-5(e)(1) or 52.244-6(c)(1) (whichever is applicable)
apply and only to the extent applicable for sale of COTS and/or commercial products and/or
services and as appropriate for the purchase order price.
(ii) Purchaser shall notify ABB prior to transmitting any Controlled Unclassified Information ("CUI")
to ABB, and only upon written authorization by ABB may Purchaser transmit CUI to ABB.
Purchaser shall transmit CUI to ABB in accordance with applicable CUI safeguarding and/or
dissemination authority requirements.
(iii) prevailing wage and related public works labor and employment laws or regulations are not
applicable to ABB's services offered in the Proposal.
(iv) Purchaser is solely responsible for its obligations to its customer(s), including validating that
ABB's Proposal fulfills Purchaser's U.S. Government contracting obligations, if any. To the extent
the terms and conditions of Purchaser's customer contract(s) are different from the terms and
conditions of this Agreement, Purchaser shall defend, indemnify and hold ABB harmless from and
against all losses, liabilities, cost, expense (including attorney's fees and expenses of litigation
and/or settlement), damages, allegations, claims, causes of action and judgments resulting from
such difference. In no event will Purchaser withhold payment due to ABB for any dispute or liability
incurred between Purchaser and its customer(s).

30. Data Protection.

(a) The parties agree that the protection of Personal Data is very important. If Purchaser discloses
Personal Data to ABB, ABB shall comply with all applicable data protection laws and regulations.
Purchaser shall comply with all applicable data protection laws and regulations in respect of any
Personal Data it receives from ABB in the course of receiving the Equipment or Services.
(b) The parties agree that neither will withhold or delay its consent to any changes to this clause
which are required to be made in order to comply with applicable data protection laws and
regulations and/or with guidelines and order from any competent supervisory authority, and their
application to the Equipment or Services from time to time, and agrees to implement any such
changes at no additional cost to the other party.
(c) The parties acknowledge that the processing of Personal Data in accordance with this
purchase order may require the conclusion of additional data processing agreements or additional
data protection agreements. If and to the extent such additional data processing agreements or
additional data protection agreements are not initially concluded as part of the purchase order, the
parties shall, and shall ensure that their relevant affiliates or subcontractors shall, upon the other's
request promptly enter into any such agreement with an affiliate, as designated by the other party
and as required by mandatory law or a competent data protection or other competent authority.

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