SIEMENS STANDARD TERMS AND CONDITIONS OF SALE FOR PRODUCTS

Version: 1.1 Siemens Standard Terms and Conditions of Sale for Products Date: 07/01/2016

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1. APPLICABLE TERMS. This Agreement governs the sale of equipment, components, parts, and materials provided

by Siemens (“Products”). Any applicable addenda, these terms, Siemens proposal, price quote, purchase order, or

acknowledgement issued by Siemens form the parties’ final agreement (“Agreement”). In the event of a conflict between

these documents, precedence shall apply in accordance with the order listed in the previous sentence. Siemens’ proposal,

Siemens' standard prices in effect when Siemens receives Buyer’s purchase order; or if neither (i) or (ii) apply, then Siemens’

standard prices in effect when the Products ship.

(a) Payment. Unless stated in Siemens’ proposal, all payments are due net thirty (30) days from the invoice date in United

States Dollars.

(b) Credit Approval. All orders are subject to credit approval by Siemens. Siemens may modify, suspend or withdraw the

credit amount or payment terms at any time. If there is doubt as to Buyer’s financial condition, Siemens may withhold

manufacturing or shipment, require cash payments, or require other satisfactory security. Siemens may recover shipped

Products from the carrier pending such assurances.

unloading, storage, insurance, taxes, excises, fees, duties or other government charges related to the Products. Buyer will pay

these amounts or reimburse Siemens. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a

valid exemption certificate or permit and indemnify, defend and hold Siemens harmless from any taxes, costs and penalties

arising from same. Siemens' prices include the costs of its standard domestic packing only. Any packing deviation, including

U.S. Government sealed packing, will be charged to Buyer. Increases, changes (including in application), adjustments or

surcharges which may be incurred are for Buyer’s account.

(e) Late Payments. Late payments shall bear interest at an annual percentage rate of twelve percent (12%) or the highest

rate allowed by law, whichever is lower.

(g) Suspension/Termination Right. Siemens may suspend work if an undisputed invoice is more than thirty (30) days past

due. Siemens may terminate this Agreement if an undisputed invoice is more than sixty (60) days past due. Unless

prohibited by law, Siemens may also terminate this Agreement immediately in the event of a material adverse change in

Buyer’s financial condition including, but not limited to, bankruptcy, insolvency, liquidation or similar financial condition.

3. DELIVERY; TITLE; RISK OF LOSS. Products will be delivered F.O.B. Siemens point of shipment with title and

risk of loss or damage passing to Buyer at that point. Buyer is responsible for all transportation, insurance and related

expenses. The related expenses shall include any taxes, duties or documentation fees. Siemens may make partial

shipments. Any shipping, delivery and installation dates are estimated dates only. Siemens is not liable for any loss or

expense incurred by Buyer or Buyer's customers if Siemens fails to meet its delivery schedule.

cannot be cancelled, refunded, or redirected for other beneficial use.

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5. TRANSPORTATION AND STORAGE. (a) When Products are ready for shipment, Siemens will: (i) inform Buyer,

and Buyer will then promptly give shipping instructions to Siemens; (ii) determine the method of transportation and shipment

routing; and (iii) ship the Products with freight prepaid by normal transportation. If Buyer fails to provide timely shipping

instructions, Siemens will ship the Products by normal transportation means to Buyer or to a storage location selected by

Siemens. Buyer will pay or reimburse any excess transportation charges for special or expedited transportation.

handling, freight, storage, inspection, preservation, maintenance, taxes and insurance, upon receipt of an invoice(s) from

Siemens. When conditions permit and upon payment to Siemens of all amounts due, Buyer must arrange, at its expense,

to remove the Products from storage. Buyer bears the risk of loss, damage or destruction to Products in storage.

6. FORCE MAJEURE / DELAYS. If Siemens’ performance is delayed by any cause beyond its reasonable control

(regardless of whether the cause was foreseeable), including without limitation acts of God, strikes, labor shortage or

disturbance, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal

sources of supply, or acts or inaction of government, Siemens’ time of performance will be extended by a period equal to

the length of the delay plus any consequences of the delay. Siemens will notify Buyer within a reasonable time after

becoming aware of any such delay.

successors or assigns to meet these obligations.

8. INDEMNITY. Siemens and Buyer (each as an “Indemnitor”) shall indemnify the other (“Indemnitee”) from and

against all third party claims alleging bodily injury, death or damage to a third party’s tangible property, but only to the extent

caused by the Indemnitor’s negligent acts or omissions. If the injury or damage is caused by the parties’ joint or contributory

negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of fault. No part of the

Product(s) or Buyer’s site is considered third party property.

Indemnitee shall provide the Indemnitor with prompt written notice of any third party claims covered by this Article.

Indemnitor has the unrestricted right to select and hire counsel and the exclusive right to conduct the legal defense and/or

and encumbrances (collectively, the “Warranties"). The Warranties do not apply to software furnished by Siemens. The

sole and exclusive warranties for any software are set forth in the applicable Software License/Warranty Addendum.

(b) Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being made

to the Product other than by Siemens or its authorized representatives; (ii) Buyer handling, using, storing, installing,

operating and maintaining the Product in compliance with any parameters or instructions in any specifications attached to,

or incorporated into this Agreement; (iii) compliance with all generally accepted industry standards; (iv) Buyer discontinuing

use of the Product after it has, or should have had, knowledge of any defect; (v) Buyer providing prompt written notice of

any warranty claims within the warranty period described below; (vi) at Siemens' discretion, Buyer either removing and

shipping the Product or non-conforming part thereof to Siemens, at Buyer's expense, or granting Siemens reasonable

Any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from the

Warranties and is provided to Buyer “as is” with no warranties of any kind. Normal wear and tear is excluded, including any

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expendable items that comprise part of the Product (such as fuses, light bulbs and lamps). Siemens does not warrant or

guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are

networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected

by Buyer and/or end user against unauthorized access.

repair or replacement of the Product, or its non-conforming parts, within a reasonable time period, or refund of all or part of

the purchase price. The warranty on repaired or replaced parts is limited to the remainder of the original warranty period.

Unless Siemens agrees otherwise in writing, Buyer will be responsible for any costs associated with: (i) gaining access to

the Product; (ii) removal, disassembly, replacement, installation, or reinstallation of any equipment, materials or structures

to permit Siemens to perform its warranty obligations; (iii) transportation to and from the Siemens factory or repair facility;

and (iv) damage to equipment components or parts resulting in whole or in part from non-compliance by the Buyer with

Article 9(b) or from their deteriorated condition. All exchanged Products replaced under this Warranty will become the

property of Siemens.

(f) Transferability. The Warranties are only transferable during the warranty period and only to the Product’s initial end-

10. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,

SIEMENS IS NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE,

SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, COSTS OF CAPITAL, COSTS OF REPLACEMENT

OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER, VOLTAGE

IRREGULARITIES OR FREQUENCY FLUCTUATION, CLAIMS ARISING FROM BUYER’S THIRD PARTY CONTRACTS,

OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE.

PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS BEEN ADVISED BY BUYER

OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM

LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 10 EXTEND TO SIEMENS’ AFFILIATES,

PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AGENTS, AND

SUCCESSORS AND ASSIGNS.

11. PATENT AND COPYRIGHT INFRINGEMENT. Siemens will, at its option and expense, defend or settle any suit

or proceeding brought against Buyer based on an allegation that any Product or use thereof for its intended purpose

constitutes an infringement of any Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s

trade secret or copyright in the country where the Product is delivered by Siemens. Buyer will promptly give Siemens written

to continue using said Product; (ii) replace it with substantially equivalent non-infringing Product; or (iii) modify the Product

so it is non-infringing.

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Siemens will have no duty or obligation under this Article 11 if the Product is: (i) supplied according to Buyer's design or

instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified

by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, methods, systems or

processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought

12. CONFIDENTIALITY. (a) Both during and after the term of this Agreement, the parties will treat as confidential all

information obtained from the disclosing party and all information compiled or generated by the disclosing party under this

Agreement for the receiving party, including but not limited to business information, manufacturing information, technical

data, drawings, flow charts, program listings, software code, and other software, plans and projections. Neither party may

disclose or refer to the work to be performed under this Agreement in any manner that identifies the other party without

advance written permission. However, Siemens has the right to share confidential information with its affiliates and

subcontractors, provided those recipients are subject to the same confidentiality obligations set forth herein.

(b) Nothing in this Agreement requires a party to treat as confidential any information which: (i) is or becomes generally

the party required to disclose by law will promptly advise the originating party of any requirement to make such disclosure

to allow the originating party the opportunity to obtain a protective order and assist the originating party in so doing.

(c) It is Siemens’ policy not to unlawfully or improperly receive or use confidential information, including trade secrets,

belonging to others. This policy precludes Siemens from obtaining, directly or indirectly from any employee, contractor, or

other individual rendering services to Siemens confidential information of a prior employer, client or any other person which

such employee, contractor, or individual is under an obligation not to disclose. Buyer agrees to abide by this policy.

13. COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws and regulations, including but

not limited to those relating to the manufacture, purchase, resale, exportation, transfer, assignment or use of the Products.

15. NON-WAIVER. Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by

the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.

16. MODIFICATION OF TERMS. This Agreement may only be modified by a written instrument signed by authorized

representatives of both parties.

17. ASSIGNMENT. Neither party may assign all or part of this Agreement, or any rights or obligations under this

Agreement, without the prior written consent of the other; but either party may assign its rights and obligations, without recourse

or consent, to any parent, wholly owned subsidiary, or affiliate or affiliate’s successor organization (whether as a result of

reorganization, restructuring or sale of substantially all of a party’s assets). However, Buyer shall not assign this Agreement to:

Convention on Contracts for the International Sale of Goods is excluded. BOTH SIEMENS AND BUYER KNOWINGLY,

VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED

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IN ANY WAY TO THIS AGREEMENT. Each party agrees that claims and disputes arising out of this Agreement must be

decided exclusively in a federal or state court of competent jurisdiction located in a state in which either Buyer or Siemens

maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the purpose of

litigating any claims or disputes.

any export / import license requirements. Buyer agrees that Products will not at any time directly or indirectly be used, exported,

imported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with any export /

import laws and regulations. Siemens’ continuing performance hereunder is conditioned on compliance with such export /

import laws and regulations at all times.

21. PRODUCT RETURNS. Prior to the return of any Product to Siemens, Buyer must identify the Product or portion

thereof and obtain written authorization and shipping instructions from Siemens. Siemens has the right, in its sole discretion,

to permit or reject any such return. Siemens’ authorization to return any Product to Siemens does not relieve Buyer of its

obligation to pay for such Product. Upon receipt, inspection, and acceptance of the Product by Siemens, Siemens will issue

a credit memo to Buyer, less applicable re-stocking fees. Siemens reserves the right to reject any hazardous material.

to Buyer’s use of the Product in connection with any nuclear facility or application will be subject to additional terms and

conditions that Siemens deems necessary to protect its interests.

23. SURVIVAL. The articles titled “Patent and Copyright Infringement,” “Limitation of Liability,” “Confidentiality,”

“Delivery; Title; Risk of Loss,” “Export / Import Compliance,” and “Nuclear” survive termination, expiration or cancellation of