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GE Terms and Conditions for Sale of Products and Services

Form ES 104 (Rev. 4)

NOTICE: Sale of any Products or Services is expressly conditioned on Buyer's assent to these Terms and Conditions. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to

any additional or different terms proposed by Buyer. No facility entry form shall modify these Terms and Conditions even if signed by Seller’s representative. Any order to perform work and Seller's performance of work shall constitute Buyer’s assent

to these Terms and Conditions. Unless otherwise specified in the quotation, Seller’s quotation shall expire 30 days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance.

1. Definitions

"Buyer" means the entity to which Seller is providing Products or Services under the Contract.

"Contract" means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by

Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed

scope(s) of work, and Seller’s order acknowledgement. In the event of any conflict, the Terms and Conditions shall take

precedence over other documents included in the Contract.

“Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any)

in accordance with the Contract.

“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.

“Insolvent/Bankrupt” means that a party is insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee

appointed for it or any of its assets, or files or has filed against it a proceeding under any bankruptcy, insolvency dissolution or

liquidation laws.

“Products” means the equipment, parts, materials, supplies, software, and other goods Seller has agreed to supply to Buyer under the

Contract.

"Seller" means the entity providing Products or performing Services under the Contract.

“Services” means the services Seller has agreed to perform for Buyer under the Contract.

"Site" means the premises where Products are used or Services are performed, not including Seller’s premises from which it

performs Services.

“Terms and Conditions” means these “Terms and Conditions for Sale of Products and Services”, including any relevant addenda

pursuant to Article 18, together with any modifications or additional provisions specifically stated in Seller’s final quotation or

specifically agreed upon by Seller in writing.

2. Payment

2.1 Buyer shall pay Seller for the Products and Services by paying all invoiced amounts in U.S. dollars, without set-off for any

payment from Seller not due under this Contract, within thirty (30) days from the invoice date. If the Contract Price is less than

U.S. Two Hundred Fifty Thousand Dollars ($250,000), Seller shall issue invoices upon shipment of Products and as Services are

performed. If the Contract Price is U.S. Two Hundred Fifty Thousand Dollars ($250,000) or more, progress payments shall be

invoiced starting with twenty-five percent (25%) of the Contract Price for Products and Services upon the earlier of Contract

signature or issuance of Seller’s order acknowledgement and continuing such that ninety percent (90%) of the Contract Price for

Products is received before the earliest scheduled Product shipment and Services are invoiced as performed (“Progress

Payments”). For each calendar month, or fraction thereof, that payment is late, Buyer shall pay a late payment charge computed

at the rate of 1.5% per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

2.2 As and if requested by Seller, Buyer shall at its expense establish and keep in force payment security in the form of an

irrevocable, unconditional, sight letter of credit or bank guarantee allowing for pro-rata payments as Products are shipped and

Services are performed, plus payment of cancellation and termination charges, and all other amounts due from Buyer under the

Contract (“Payment Security”). The Payment Security shall be (a) in a form, and issued or confirmed by a bank acceptable to

Seller, (b) payable at the counters of such acceptable bank or negotiating bank, (c) opened at least sixty (60) days prior to both the

earliest scheduled shipment of Products and commencement of Services, and (d) remain in effect until the latest of ninety (90)

days after the last scheduled Product shipment, completion of all Services and Seller’s receipt of the final payment required under

the Contract. Buyer shall, at its expense, increase the amount(s), extend the validity period(s) and make other appropriate

modifications to any Payment Security within ten (10) days of Seller’s notification that such adjustment is necessary in connection

with Buyer’s obligations under the Contract.

2.3 Seller is not required to commence or continue its performance unless and until any required Payment Security is received,

operative and in effect and all applicable Progress Payments have been received. For each day of delay in receiving Progress

Payments or acceptable Payment Security, Seller shall be entitled to a matching extension of the schedule. If at any time Seller

reasonably determines that Buyer’s financial condition or payment history does not justify continuation of Seller’s performance,

Seller shall be entitled to require full or partial payment in advance or otherwise restructure payments, request additional forms of

Payment Security, suspend its performance or terminate the Contract.

3. Taxes and Duties

Seller shall be responsible for all corporate taxes measured by net income due to performance of or payment for work under this

Contract (“Seller Taxes”). Buyer shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not

limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of

withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on

Buyer or Seller or its subcontractors) in relation to the Contract or the performance of or payment for work under the Contract other

than Seller Taxes ("Buyer Taxes"). The Contract Price does not include the amount of any Buyer Taxes. If Buyer deducts or

withholds Buyer Taxes, Buyer shall pay additional amounts so that Seller receives the full Contract Price without reduction for

Buyer Taxes. Buyer shall provide to Seller, within one month of payment, official receipts from the applicable governmental

authority for deducted or withheld taxes.

4. Deliveries; Title Transfer; Risk of Loss; Storage

4.1 For shipments that do not involve export, including shipments from one European Union (“EU”) country to another EU country,

Seller shall deliver Products to Buyer FCA Seller’s facility or warehouse (Incoterms 2010). For export shipments, Seller shall

deliver Products to Buyer FCA Port of Export (Incoterms 2010). Buyer shall pay all delivery costs and charges or pay Seller’s

standard shipping charges plus up to twenty-five (25%) percent. Partial deliveries are permitted. Seller may deliver Products in

advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all

information necessary to proceed with the work without interruption. If Products delivered do not correspond in quantity, type or

price to those itemized in the shipping invoice or documentation, Buyer shall so notify Seller within ten (10) days after receipt.

4.2 For shipments that do not involve export, title to Products shall pass to Buyer upon delivery in accordance with Section 4.1.

For export shipments from a Seller facility or warehouse outside the U.S., title shall pass to Buyer upon delivery in accordance with

Section 4.1. For shipments from the U.S. to another country, title shall pass to Buyer immediately after each item departs from the

territorial land, seas and overlying airspace of the U.S. The 1982 United Nations Convention of the law of the Sea shall apply to

determine the U.S. territorial seas. For all other shipments, title to Products shall pass to Buyer the earlier of (i) the port of export

immediately after Products have been cleared for export or (ii) immediately after each item departs from the territorial land, seas

and overlying airspace of the sending country. When Buyer arranges the export or intercommunity shipment, Buyer will provide

Seller evidence of exportation or intercommunity shipment acceptable to the relevant tax and custom authorities. Notwithstanding

the foregoing, Seller grants only a license, and does not pass title, for any software provided by Seller under this Contract, and title

to any leased equipment remains with Seller.

4.3 Risk of loss shall pass to Buyer upon delivery pursuant to Section 4.1, except that for export shipments from the U.S., risk of

loss shall transfer to Buyer upon title passage.

4.4 If any Products to be delivered under this Contract or if any Buyer equipment repaired at Seller’s facilities cannot be shipped to

or received by Buyer when ready due to any cause attributable to Buyer or its other contractors, Seller may ship the Products and

equipment to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller

places Products or equipment into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, if they

have not

already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon

delivery or

shipment shall be due; (iii) all expenses and charges incurred by Seller related to the storage shall be payable by Buyer

upon

submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make

Products

and repaired equipment available to Buyer for delivery.

4.5 If repair Services are to be performed on Buyer’s equipment at Seller’s facility, Buyer shall be responsible for, and shall retain

risk of loss of, such equipment at all times, except that Seller shall be responsible for damage to the equipment while at Seller’s

facility to the extent such damage is caused by Seller’s negligence.

5. Warranty

5.1 Seller warrants that Products shall be delivered free from defects in material, workmanship and title and that Services

shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications.

Form ES104 (Standard) (Rev. 4 Jan 2011)

5.2 The warranty for Products shall expire one (1) year from first use or eighteen (18) months from delivery, whichever occurs first, except

that software is warranted for ninety (90) days from delivery. The warranty for Services shall expire one (1) year after performance of the

Service, except that software-related Services are warranted for ninety (90) days.

5.3 If Products or Services do not meet the above warranties, Buyer shall promptly notify Seller in writing prior to expiration of the warranty

period. Seller shall (i) at its option, repair or replace defective Products and (ii) re-perform defective Services. If despite Seller’s reasonable

efforts, a non-conforming Product cannot be repaired or replaced, or non-conforming Services cannot be re-performed, Seller shall refund or

credit monies paid by Buyer for such non-conforming Products and Services. Warranty repair, replacement or re-performance by Seller shall

not extend or renew the applicable warranty period. Buyer shall obtain Seller’s agreement on the specifications of any tests it plans to conduct

to determine whether a non-conformance exists.

5.4 Buyer shall bear the costs of access for Seller’s remedial warranty efforts (including removal and replacement of systems, structures or

other parts of Buyer’s facility), de-installation, decontamination, re-installation and transportation of defective Products to Seller and back to

Buyer.

5.5 The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of Products, (b)

Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to

those records, and (c) modification or repair of Products or Services only as authorized by Seller in writing. Failure to meet any such

conditions renders the warranty null and void. Seller is not responsible for normal wear and tear.

5.6 This Article 5 provides the exclusive remedies for all claims based on failure of or defect in Products or Services, regardless of when the

failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability

(including negligence), strict liability or otherwise. The warranties provided in this Article 5 are exclusive and are in lieu of all other

warranties, conditions and guarantees whether written, oral, implied or statutory.

NO IMPLIED OR STATUTORY WARRANTY, OR

WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.

6. Confidentiality

6.1 Seller and Buyer (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 Contract. “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 twenty (20) days after the oral or visual disclosure. In addition, prices for Products and Services shall be

considered Seller’s Confidential Information.

6.2 Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract 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, (a) Seller may disclose Confidential Information to its

affiliates and subcontractors in connection with performance of the Contract, (b) a Receiving Party may disclose Confidential Information to

its auditors, (c) Buyer may disclose Confidential Information to lenders as necessary for Buyer to secure or retain financing needed to

perform its obligations under the Contract, and (d) a Receiving Party may 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 subcontractors, auditors, lenders or other permitted 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 Contract entitles Receiving Party to retain an item of Confidential Information. Seller may also retain one archive

copy of Buyer’s Confidential Information.

6.3 The obligations under this Article 6 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.

6.4 Each Disclosing Party warrants that it has the right to disclose the information that it discloses. Neither Buyer nor Seller shall make any

public announcement about the Contract without prior written approval of the other party. As to any individual item of Confidential

Information, the restrictions under this Article 6 shall expire five (5) years after the date of disclosure. Article 6 does not supersede any

separate confidentiality or nondisclosure agreement signed by the parties.

7. Intellectual Property

7.1 Seller shall defend and indemnify Buyer against any claim by a non-affiliated third party (a “Claim”) alleging that Products or Services

furnished under this Contract infringe a patent in effect in the U.S., an EU member state or the country of the Site (provided there is a

corresponding patent issued by the U.S. or an EU member state), or any copyright or trademark registered in the country of the Site,

provided that Buyer (a) promptly notifies Seller in writing of the Claim, (b) makes no admission of liability and does not take any position

adverse to Seller, (c) gives Seller sole authority to control defense and settlement of the Claim, and (d) provides Seller with full disclosure

and reasonable assistance as required to defend the Claim.

7.2 Section 7.1 shall not apply and Seller shall have no obligation or liability with respect to any Claim based upon (a) Products or Services

that have been modified, or revised, (b) the combination of any Products or Services with other products or services when such combination

is a basis of the alleged infringement, (c) failure of Buyer to implement any update provided by Seller that would have prevented the Claim,

(d) unauthorized use of Products or Services, or (e) Products or Services made or performed to Buyer’s specifications.

7.3 Should any Product or Service, or any portion thereof, become the subject of a Claim, Seller may at its option (a) procure for Buyer the

right to continue using the Product or Service, or applicable portion thereof, (b) modify or replace it in whole or in part to make it non-

infringing, or (c) failing (a) or (b), take back infringing Products or Services and refund the price received by Seller attributable to the

infringing Products or Services.

7.4 Article 7 states Seller’s exclusive liability for intellectual property infringement by Products and Services.

7.5 Each party shall retain ownership of all Confidential Information and intellectual property it had prior to the Contract. All new intellectual

property conceived or created by Seller in the performance of this Contract, whether alone or with any contribution from Buyer, shall be

owned exclusively by Seller. Buyer agrees to deliver assignment documentation as necessary to achieve that result.

8. Indemnity

Each of Buyer and Seller (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims

brought by a third party, on account of personal injury or damage to the third party’s tangible property, to the extent caused by the

negligence of the Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint or concurrent

negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of

Seller’s indemnity obligation, no part of the Products or Site is considered third party property.

9. Insurance

During the term of the Contract, Seller shall maintain for its protection the following insurance coverage: (i) Worker’s Compensation,

Employer’s Liability and other statutory insurance required by law with respect to work related injuries or disease of employees of Seller in

such form(s) and amount(s) as required by applicable laws; (ii) Automobile Liability insurance with a combined single limit of $2,500,000.00;

and

(iii) Commercial General Liability or Public Liability insurance for bodily injury and property damage with a combined single limit of

$2,500,000.00. If required in the Contract, Seller shall provide a certificate of insurance reflecting such coverage.

10. Excusable Events

Seller shall not be liable or considered in breach of its obligations under this Contract to the extent that Seller’s performance is delayed or

prevented, directly or indirectly, by any cause beyond its reasonable control, or by armed conflict, acts or threats of terrorism, epidemics,

strikes or other labor disturbances, or acts or omissions of any governmental authority or of the Buyer or Buyer’s contractors or suppliers. If an

excusable event occurs, the schedule for Seller’s performance shall be extended by the amount of time lost by reason of the event plus such

additional time as may be needed to overcome the effect of the event. If acts or omissions of the Buyer or its contractors or suppliers cause

the delay, Seller shall also be entitled to an equitable price adjustment.

11. Termination and Suspension

11.1 Buyer may terminate the Contract (or the portion affected) for cause if Seller (i) becomes Insolvent/Bankrupt, or (ii) commits a material

breach of the Contract which does not otherwise have a specified contractual remedy, provided that: (a) Buyer shall first provide Seller with

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GE Terms and Conditions for Sale of Products and Services Form ES 104 (Rev. 4) NOTICE: Sale of any Products or Services is expressly conditione

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detailed written notice of the breach and of Buyer’s intention to terminate the Contract, and (b) Seller shall have failed, within 30 days after

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