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STANDARD TERMS OF SALE
<br /> 1. Applicable Terms. These terms govern the purchase and sale of equipment, products, related services, leased products, and
<br /> included in an offer or an acceptance by Seller, such offer or acceptance is expressly conditioned on Buyer's assent to the media goods if any(collectively herein "Work"), referred to in Seller's proposal ("Seller's Documentation"). Whether these terms are
<br /> se terms.
<br /> 2. Payment, Buyer shall pay Seller the full purchase price as set forth in Seller's Documentation. Unless Seller's Documentation
<br /> specifically provides otherwise, freight, storage, insurance and all taxes, levies, duties, tariffs, permits or license fees or other
<br /> governmental charges relating to the Work or any incremental increases thereto shall be paid by Buyer. if Seller is required to pay any
<br /> such charges,Buyer shall immediately reimburse Seller, If Buyer claims a tax or other exemption or direct payment permit,it shall provide
<br /> Seller with a valid exemption certificate or permit and indemnify, defend and hold Seller harmless from any taxes, costs and penalties
<br /> arising out of same, All payments are due within thirty(30)days after receipt of invoice. Buyer shall pay interest on all late payments not
<br /> received by the due date.The Buyer shall be charged the lesser rate of 1 %%interest per month or the maximum interest rate permissible
<br /> under applicable law, calculated daily and compounded monthly. Buyer shall also reimburse Seller for all costs incurred in collecting
<br /> amounts due but unpaid, including without limitation, collections fees and attorneys' fees. All orders are subject to credit approval by
<br /> Seller. Back charges without Seller's prior written approval shall not be accepted.
<br /> 3. Delivery. Delivery of the Work shall be in material compliance with the schedule in Seller's Documentation. Unless Seller's
<br /> Documentation provides otherwise, delivery terms are FOB Shipping Point,or for international orders, ExWorks Seller's factory(iNCOTM
<br /> Terms 2020).Title to all Work shall pass upon receipt of payment for the Work under the respective invoice. Unless otherwise agreed to
<br /> in writing by Seller,shipping dates are approximate only and Seller shall not be liable for any loss or expense(consequential or otherwise)
<br /> incurred by Buyer or Buyer's customer if Seller fails to meet the specified delivery schedule.
<br /> 4. Ownership of Materials and Licenses. All devices, designs (including drawings, plans and specifications), estimates, prices,
<br /> notes, electronic data, software, and other information prepared or disclosed by Seller, and all related intellectual property rights, shall
<br /> remain Seller's property. Seller grants Buyer a non-exclusive,non-transferable license to use any written material solely for Buyer's use
<br /> of the Work. Buyer shall not disclose any such material to third parties without Seller's prior written consent.
<br /> 5. Changes. Neither party shall implement any changes in the scope of Work described in Seller's Documentation without a mutually
<br /> agreed upon change order. Any change to the scope of the Work, delivery schedule for the Work, any Force Majeure Event, any law,
<br /> rule, regulation,order,code,standard or requirement which requires any change hereundershall entitle Seller to an equitable adjustment
<br /> in the price and time of performance. If Buyer requests a proposal for a change in the Work from Seller and subsequently elects not to
<br /> proceed with the change,a change order shall be issued to reimburse Sellerfor reasonable costs incurred for estimating services,design
<br /> services,and services involved in the preparation of proposed changes.
<br /> 6. Force Majeure Event. Neither Buyer nor Seller shall have any liability for any breach or delay(except for breach of payment
<br /> obligations)caused by a Force Majeure Event. If a Force Majeuro Event exceeds six(6)months in duration, the Seller shall have the
<br /> right to terminate the Agreement without liability,upon fifteen(15)days written notice to Buyer,and shall be entitled to payment,including
<br /> overhead and profit,for work performed prior to the date of termination. "Force Majeure Event"shall mean events or circumstances that
<br /> are beyond the affected party's control and could not reasonably have been easily avoided or overcome by the affected party and are not
<br /> substantially attributable to the other party. Force Majeure Event may include,but is not limited to,the following circumstances or events:
<br /> war, act of foreign enemies, terrorism, riot, strike, or lockout by persons other than by Seller or its sub-suppliers, natural catastrophes,
<br /> (with respect to on-site work) unusual weather conditions, epidemic, pandemic, communicable disease outbreak, quarantines, national
<br /> emergency,or state or local order,
<br /> 7, Warranty. Subject to the following sentence,Seller warrants to Buyer that the(i)Work shall materially conform to the description
<br /> in Seller's Documentation and shall be free from defects in material and workmanship and(ii)the Services shall be performed in a timely
<br /> and workmanlike manner. Determination of suitability of treated water for any use by Buyer shall be the sole and exclusive responsibility
<br /> of Buyer,and Seller disclaims any warranty regarding such suitability.The foregoing warranty shall not apply to any Work that is specified
<br /> or otherwise demanded by Buyer and is not manufactured or selected by Seller, as to which (1)Seller hereby assigns to Buyer, to the
<br /> extent assignable, any warranties made to Seller and(Ii)Seller shall have no other liability to Buyer under warranty,tort or any other legal
<br /> theory. The Seller warrants the Work, or any components thereof, through the earlier of(1) eighteen (18) months from delivery of the
<br /> Work, or(ii)twelve(12)months from Buyer's initial operation of the Work,or in the case of services performed as part of the Work, ninety
<br /> (90) days from the performance of the services (the "Warranty Period"). If Buyer gives Seller prompt written notice of breach of this
<br /> warranty within the Warranty Period,Sellershall,at its sole option and as Buyer's sole and exclusive remedy,repair or replace the subject
<br /> parts,re-perform the Service or refund the purchase price. Unless otherwise agreed to in writing by Seller, (i)Buyer shall be responsible
<br /> for any labor required to gain access to the Work so that Seller can assess the available remedies and(ii)Buyer shall be responsible for
<br /> all costs of installation of repaired or replaced Work. If Seller determines that any claimed breach is not,in fact, covered by this warranty,
<br /> Buyer shall pay Seller its then customary charges for any repair or replacement made by Seller. Seller's warranty is conditioned on
<br /> Buyer's (i) operating and maintaining the Work in accordance with Seller's instructions, (ii) not making any unauthorized repairs or
<br /> alterations, and (ii!) not being in default of any payment obligation to Seller. Seller's warranty does not cover (i) damage caused by
<br /> chemical action or abrasive material, improper thermal or electrical capacity, misuse or improper installation(unless installed by Seller)
<br /> and(ii)media goods(such as, but not limited to, resin,membranes,or granular activated carbon media)once media goods are installed.
<br /> THE WARRANTIES SET FORTH IN THIS SECTION ARE THE SELLER'S SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT
<br /> TO THE LIMITATION OF LIABILITY PROVISION BELOW, SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR
<br /> IMPLIED, INCLUDING WITHOUT LIMITATION,ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
<br /> 8. Indemnity. Seller shall indemnify,defend,and hold Buyer harmless from any claim,cause of action,or liability incurred by Buyer
<br /> as a result of third-party claims for personal injury, death, or damage to tangible property, to the extent caused by Seller's negligence.
<br /> Seller shall have the sole authority to direct the defense of and settle any indemnified claim. Seller's indemnification is conditioned on
<br /> Buyer (i) promptly notifying Seller of any claim, and (ii) providing reasonable cooperation in the defense of any claim. Buyer shall
<br /> Evoqua Water Technologies-Standard Terms of Sale,rev. 7.2022 edited 4.2.I,2025 forSanta Ana
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