Buyer acknowledges and agrees that should Buyer subsequently alter the quantities designated for delivery from those specified herein, the unit pricing for such items or components may be adjusted to reflect CENTRAL’s applicable pricing structure for the revised quantities. Pricing indicated in this document excludes all forms of taxation, excise assessments, duties, and levies whether currently in effect or subsequently enacted or imposed by any governmental entity upon the production, distribution, transfer, and/or utilization of any delivered items. All such governmental assessments shall constitute Buyer’s responsibility, and CENTRAL shall augment the stated price by the amount of such assessments unless Buyer provides appropriate exemption documentation relieving CENTRAL of the obligation to remit or collect such assessments.

Unless CENTRAL has provided written agreement to the contrary, all pricing is established on a Free on Board (FOB) basis at the manufacturing facility. Additional charges shall apply for factory preparation and packaging for transportation to the extent such requirements surpass CENTRAL’s customary packaging procedures. Legal title to and risk of loss concerning all Products sold by CENTRAL to Buyer shall transfer to Buyer upon CENTRAL’s delivery thereof to a common carrier for transportation to Buyer, subject to any security interest maintained by CENTRAL.

Payment provisions require approval by CENTRAL’s credit department and shall consist of incremental progress-based payments. CENTRAL maintains the unilateral right to alter or revoke credit terms at any time without advance notification. Invoices shall be generated at the time of shipment unless alternative arrangements have been specified, and all payments shall be rendered in the currency designated in CENTRAL’s quotation and/or invoice. Interest shall accrue on delinquent accounts from Buyer to CENTRAL at the rate of (i) one percent (1%) per month or (ii) the maximum rate permitted under applicable law, whichever yields the lesser amount.

When deliveries occur in multiple shipments, Products shall be invoiced upon each shipment, and each month’s invoices shall be treated as independent accounts with payment due accordingly. Payment obligations for Products remain in effect regardless of whether technical documentation and/or third-party certifications have been completed at the time of shipment. CENTRAL shall be entitled to recover all reasonable legal fees and associated expenses incurred in the pursuit of collection of delinquent accounts. CENTRAL reserves the right, where legitimate concerns arise regarding Buyer’s financial capacity, or in instances of non-payment for any Products or services, to suspend delivery or performance of any order or portion thereof without liability pending receipt of payment or acceptable security guaranteeing payment.

When Products are designated for supply from existing inventory, such supply shall be contingent upon inventory availability at the delivery date. CENTRAL may elect to make partial shipments at its discretion. Delivery dates provided are approximations only and shall not be construed as guarantees. CENTRAL shall bear no liability for damages resulting from failure to meet a projected delivery date, irrespective of delay duration. Should CENTRAL’s performance be impeded by force majeure, defined as circumstances beyond CENTRAL’s reasonable control, the deadline for CENTRAL’s performance shall be extended by the duration of such delay, and Buyer shall have no entitlement to cancel any order based upon such delay.

In circumstances where Buyer cannot accept delivery of Products when tendered, CENTRAL may, at its option, procure storage for the Products, and Buyer shall be responsible to CENTRAL for reasonable storage costs incurred. This provision exists without prejudice to any additional rights CENTRAL may possess concerning Buyer’s failure to accept delivery of Products, including the right to invoice Buyer for the Products. Buyer acknowledges that legal title to the Products shall transfer to Buyer upon invoicing notwithstanding Buyer’s inability to accept delivery, and that Buyer assumes complete risk of loss or damage to the Products from the date title transfers to Buyer.

Sale of equipment only: After a Buyer’s project submittal has been approved in writing by the local utility, and upon delivery of the same said equipment specified in the design’s specifications to the Buyer’s designated delivery site, the Buyer shall have 3 business days to inspect the materials listed on the final Purchase Order and report any deficiencies to CENTRAL. After 3 business days have expired, the products will be deemed as accepted and complete by the Buyer.

Sale of equipment and installation: If the Project includes installation of said equipment the project shall be considered accepted and complete after passing a field inspection of the equipment and installation by the same local utility.

Orders submitted by Buyer and acknowledged by CENTRAL may be canceled solely with CENTRAL’s written authorization and shall result in cancellation charges assessed to Buyer. All documentation, technical drawings, and similar materials belonging to CENTRAL shall be returned to CENTRAL upon Buyer’s cancellation request. No orders may be canceled following shipment. As a stipulated estimate of actual damages, Buyer agrees to remit to CENTRAL the greater of CENTRAL’s actual expenditures incurred prior to cancellation plus reasonable profit margin, or the following minimum cancellation fees:

Buyer shall verify the cancellation charge amount prior to effectuating cancellation of an order.

a) Product: CENTRAL provides assurance that its Products shall be free from deficiencies in craftsmanship and materials when subjected to normal operating use and maintenance for a duration of twelve (12) months for any electrical and/or electronic components and a duration of six (6) months for any mechanical equipment. Each warranty duration commences on the shipment date as set forth in Section 4 of these Terms and Conditions of Sale. Components subject to routine replacement due to operational wear are excluded from this warranty. This warranty becomes void in instances of transit damage, negligent use, misuse, abnormal operating conditions, accidents, improper installation, and/or inadequate maintenance. This warranty is additionally voided in cases where Product commissioning is performed by third-party service providers or other service entities not granted prior written approval by CENTRAL. Regarding equipment supplied by CENTRAL but manufactured by third parties, CENTRAL makes no warranty of any kind, whether express or implied. Nevertheless, any written warranty provided by the manufacturer, if available, shall be assigned to Buyer where such assignment is reasonably feasible. CENTRAL neither adopts nor guarantees nor represents that the manufacturer will honor the terms of such manufacturer’s warranty. CENTRAL shall not reimburse Buyer for expenses incurred by Buyer in repairing or replacing defective products without CENTRAL’s prior authorization.

b) Software: CENTRAL provides assurance that its Software shall conform to specifications delineated in accompanying documentation, and when properly installed by Buyer on drives or systems meeting or exceeding minimum hardware specifications, shall be substantially free from material deficiencies, whether in design or programming, for a duration of six (6) months following Software delivery date. CENTRAL represents and warrants that, to the best of its knowledge as of the delivery date, it possesses ownership of the Software and holds the authority to enter into this Agreement, and that Buyer’s utilization of the Products in accordance with this Agreement’s terms does not infringe upon any third party’s copyright, United States patent rights, or trade secret protections. CENTRAL does not warrant that the Software will function without interruption or error or satisfy the requirements of Buyer or any additional party. CENTRAL bears no responsibility for difficulties caused by Software utilization in combination with third-party software, hardware, or products.

CENTRAL’s exclusive obligation under this warranty shall be, upon prompt written notification by Buyer of any deficiency, to repair or replace at no charge at the manufacturing facility any defective Products, Software, or components thereof expressly warranted herein against defects by CENTRAL. This warranty encompasses only replacement or repair of defective components at CENTRAL’s manufacturing facility and excludes field service travel and accommodations. Under no circumstances shall CENTRAL be liable for incidental, consequential, or other forms of damages.

Should any third-party claim materially interfere with Buyer’s utilization of the Products and/or Software, or if CENTRAL determines that a third-party claim may materially interfere with Buyer’s use of the Products, CENTRAL, at its sole discretion, may: (a) replace or modify the portion of the infringing Product and/or Software, without additional charge, with functionally equivalent and non-infringing components or code to eliminate the infringement; or (b) procure a license enabling Buyer to continue utilization of the Product and/or Software and remit any additional required license fee; or (c) should the foregoing alternatives prove commercially impractical, terminate this Agreement. This Section 6 shall constitute CENTRAL’s complete liability and Buyer’s sole remedy for infringement claims.

CENTRAL bears no liability for, and Buyer hereby relinquishes any right to pursue any cause of action it possesses or may possess against CENTRAL for any consequential, punitive, or special damages arising from any violation of either (i) this Agreement (or any sales transactions conducted between Buyer and CENTRAL) or (ii) the aforementioned warranty. Buyer additionally waives any claims for damages to property or injury or death to persons arising from its acquisition or the utilization, operation, or maintenance of the Products. CENTRAL shall not be liable for labor costs subcontracted or performed by Buyer for preparation of warranted items for return to CENTRAL’s manufacturing facility or for preparatory work for field repair or replacement. Submission of invoices to CENTRAL for labor either performed or subcontracted by Buyer shall not be recognized as a liability of CENTRAL.

CENTRAL’s obligations under the warranty and under this Agreement (or in connection with any sales transactions conducted between Buyer and CENTRAL) are expressly conditioned upon timely receipt of all payments in strict accordance with payment terms, with time being of the essence in this regard. During any period in which CENTRAL has not received amounts that are overdue, CENTRAL shall have no obligation under this Agreement or warranty; the warranty expiration date shall not be extended upon payment of overdue amounts.

Buyer shall possess the right through written directive to implement changes in specifications or delivery schedules once established and memorialized in writing through documentation entitled “Project Change Order” that shall be acceptable to CENTRAL as evidenced by the signature of one of its authorized personnel. Should such changes affect the sums owed under the purchase order or the timeframe required for performance, an equitable adjustment of pricing and/or performance timeframe shall be implemented; provided, however, that alterations, whether engineering-related or otherwise, affecting the functionality or performance characteristics of ordered Products shall not be implemented without CENTRAL’s prior written consent.

Cancellations for the convenience of the Federal Government may be implemented and cancellation charges remitted as mandated by applicable Federal statutes or regulations. Should either Buyer or CENTRAL be declared bankrupt or insolvent, or should a receiver be appointed for all or substantial portions of either party’s assets by a court of competent jurisdiction, or should there be filed in any such court and not dismissed within thirty (30) days any application or petition for adjudication of such insolvency or bankruptcy, or for appointment of such receiver, or involving the restructuring or extension, however characterized, of the obligations of Buyer or CENTRAL, or should either Buyer or CENTRAL execute an assignment of all or substantial portions of its property for the benefit of its creditors, then upon occurrence of any such events, the non-affected party may cancel any order placed by Buyer with CENTRAL immediately through written notice transmitted to the affected party by registered mail at its last known business address, or through personal service upon such party.

a) Confidentiality: Buyer shall maintain the confidentiality of CENTRAL’s business, technical, and proprietary information (the “Confidential Information”), including pricing information, utilizing no less than the same protective measures as employed for its own confidential information.

b) Engineering Data: All engineering materials, design information, and engineering and manufacturing drawings utilized in the preparation and/or completion of this order (the “Engineering Data”) are and shall remain the exclusive property of CENTRAL.

c) Software Intellectual Property: The Software is owned and copyrighted by CENTRAL. No title to or ownership of the Software itself, or the patent, copyright, trade secret, or other proprietary rights associated therewith, is conveyed to Buyer.

d) Buyer IP: To the extent intellectual property supplied by Buyer is incorporated into the Products or Software, Buyer shall indemnify and hold harmless CENTRAL from any and all claims asserted against CENTRAL.

e) License Grant: Upon final and complete payment, CENTRAL grants Buyer a nonexclusive, royalty-free, perpetual, non-sublicensable limited license to utilize the Software exclusively in conjunction with the operation of the Products.

f) Transfer of License: Buyer may transfer this license to another party exclusively in conjunction with transfer of the Products on which the Software is loaded.

g) Use Restrictions: Buyer shall not reverse engineer, disassemble, decompile, or otherwise translate the Software’s object code. Buyer shall not export the Products without appropriate licenses and CENTRAL approval.

h) Maintenance and Support: Buyer may acquire from CENTRAL annual Software maintenance and support services under CENTRAL’s then-standard maintenance and support agreement.