NOTE: The following Conditions of Sale are subject to change. All transactions for all products sold by Square D Company, including Square D brand products and all Schneider Electric brand products, such as Merlin Gerin, Modicon and Telemecanique brand products, are subject to the latest published Conditions of Sale of the Square D Company and to any Special Conditions of Sale which may be contained in applicable Square D quotations and acknowledgments.

1. GOVERNING PROVISIONS AND ACCEPTANCE: All quotations are subject to these conditions of sale. Acceptance of an order by Square D shall be expressly conditioned on Purchaser's assent to these conditions. Purchaser's direction to proceed with engineering, manufacture or shipment by Square D shall be deemed evidence of this assent. No modified or other conditions will be applicable unless those conditions are so stated in Square D's proposal or are specifically agreed to in writing and signed by an authorized official of Square D. Failure to object to provisions contained in any Purchase Order or other communication from the Purchaser (including, without limitation, penalty clauses of any kind) shall not be construed as a waiver of these Conditions nor an acceptance of any other provisions. These terms are a complete statement of the parties' agreement and may only be modified in writing signed by both parties. These terms may not be modified by course of dealing, course of performance or usage of trade. These terms supersede all previous written or oral quotations, statements or agreements. Any contract for sale by and between the parties shall be governed by and construed according to the laws of the State of Illinois without regard to its rules on the conflict of laws. The Convention on the International Sale of Goods is expressly excluded.

2. QUOTATIONS: Written quotations shall be valid for no more than thirty (30) days from their date, unless otherwise stated in the quotation. All quotations are subject to change by Square D Company at any time upon notice to Purchaser. It is Purchaser's obligation to review the quotation carefully and to immediately advise Square D in writing of any differing interpretation Purchaser has so any necessary change can be made.

3. PRICE POLICY: All prices are subject to change without notice. In the event of a net price change and unless otherwise agreed to in writing, prices for orders scheduled for immediate release shall be those in effect at time of order entry. Prices for orders placed for future shipment without an agreed price and ship date will be billed at the pricing in effect as of the shipment date. All clerical errors are subject to correction.

4. SUBSTITUTION: Square D may furnish suitable substitutes for material unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the equipment. Square D assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the product.

5. TAXES: Any manufacturer's tax, retailer's tax, occupation tax, use tax, sales tax, excise tax, (except federal excise tax on vehicles), duty, customs, inspecting or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority or measured by any transaction between Square D and Purchaser, shall be paid by the Purchaser in addition to the prices quoted or invoiced, and such charges will appear as a separate line item on the invoice. In the event Square D will be required to pay any such tax, fee, or charge, Purchaser shall reimburse Square D or, in lieu of such payment, Purchaser shall supply Square D at the time the order is submitted with an exemption certificate or other document acceptable to the tax authority. Purchase Orders must state the existence and amount of any such tax, fee or charge for which Purchaser claims an exemption.

6. TERMS OF PAYMENT: Acceptance of all Purchase Orders is subject to Purchaser meeting Square D credit standards. Terms are subject to change for failure to meet such standards. Terms are net thirty (30) days from date of invoice of each shipment, unless otherwise stated in Square D's quotation. For an authorized distributor or authorized reseller order, applicable terms of payment are stated in the quotation or applicable discount schedule. Square D reserves the right at any time to demand full or partial payment before proceeding with a contract of sale if, in its sole judgment, as a result of changes in the financial condition of the Purchaser the terms of payment originally specified are no longer justified.

7. PAYMENTS: If delivery is delayed or deferred by the Purchaser beyond the scheduled date, payment shall be due in full when Square D is prepared to ship. The equipment may be stored at the risk and expense of the Purchaser. If the Purchaser defaults when any payment is due, then the whole contract price shall become due and payable upon demand, or Square D at its option, without prejudice to other lawful remedies, may defer delivery or cancel the contract for sale. If Purchaser becomes insolvent, or bankrupt or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily under the bankruptcy or any insolvency law, Square D may cancel any order outstanding at any time and recover its applicable cancellation charges from the Purchaser or the Purchaser's estate.

8. DELIVERY:

A) F.O.B. POINT OF SHIPMENT: When the Square D quotation is based on delivery F.O.B. point of shipment, freight prepaid and allowed for delivery within the continental United States, product is sold F.O.B. point of shipment, freight prepaid and allowed. A shipping and handling charge of twenty-five dollars ($25) will be added to all orders having a total net invoice price of less than one thousand dollars ($1,000). Delivery by Square D to the point of shipment constitutes delivery to the Purchaser; and title and all risk of loss or damage in transit shall pass to the Purchaser at time of delivery at the F.O.B. point. Square D is not responsible for breakage after having received "in good order" receipts from the carrier. Purchaser is responsible for pursuing any damage claims with the carrier. No allowance will be made in lieu of transportation if the Purchaser accepts shipment at factory, warehouse or freight station or otherwise supplies its own transportation. Freight prepaid is defined as: a) Shipments to destinations within the continental United States to the accessible common carrier point nearest the first destination. b) Shipments to U.S. destinations outside the continental United States shall be to the common carrier free delivery point in the United States nearest the original port of embarkation. All charges associated with F.A.S., C.I.F., or other charges such as pier transfer, lift, ocean freight, and marine or war insurance shall be paid by the Purchaser, unless otherwise specifically agreed in a specific Purchase Order. In no event will Square D be responsible for demurrage or detention charges.

B) DELIVERY: F.O.B. DESTINATION: When the Square D quotation is based on delivery F.O.B. Destination, for shipments for delivery within the continental United States, Square D will retain title and all risk of loss or damage in transit to the common carrier free delivery point in the United States nearest the first destination for a price addition of 2% of the net price. If the Purchaser elects this option, Purchaser's obligations shall be as follows: a) Purchaser shall have the responsibility of inspecting the equipment for apparent loss or damage immediately upon its arrival at the free delivery point. b) In the event of apparent shipping loss or damage, Purchaser shall make written notation of the loss on the carrier's delivery receipt and, within 72 hours of delivery shall notify the Square D Customer Information Center. Purchaser shall not remove product from the point of examination and shall retain the shipping container and packing material. Purchaser shall request the carrier to make an inspection and send Square D a copy of the carrier's inspection report. c) In the event of concealed damage which occurred during transit and is discovered by the Purchaser after delivery, Purchaser shall report such damage immediately, but in no event later than 15 days after delivery, to the delivering carrier, and within 72 hours of discovery, shall notify the local Square D field office. If such notification is not made, Square D shall not be liable for loss or damage in transit.

C) SHIPMENT AND ROUTING: Square D shall select the point of origin of shipment, the method of transportation and the routing of the shipment. Purchasers that request expedited or special modes of transportation or routing involving air, premium or any other non-standard Square D shipping shall be assessed additional charges for shipping, handling, freight and expediting. Any rebates, allowances, discounts or incentives received by Square D from its carriers shall be retained by Square D. All prices include domestic packaging only. When other than domestic packaging is required, contact your local Square D field office. Purchaser specified packaging and marking may be subject to additional charges.

9. SHORTAGES: Claims for shortages or errors must be made in writing to Square D within 60 days after invoice date, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Purchaser.

10. INSTALLMENTS: Square D reserves the right to make shipments in installments, unless otherwise expressly stipulated in a specific Purchase Order; and all such installments when separately invoiced shall be paid for when due per invoice without regard to subsequent shipments. Delay in shipment of any installment shall not relieve Purchaser of its obligation to accept remaining shipments.

11. FORCE MAJEURE: Square D shall not be liable for any damages as a result of any delays due to any causes beyond Square D's control, including, without limitation, an act of God; act of Purchaser or Square D supplier; embargo or other governmental act; regulation or request; fire; accident; strike; slowdown; flood; fuel or energy shortage; sabotage; war; riot; delay in transportation and inability to obtain necessary labor, materials or manufacturing facilities from usual sources. In the event of any such delay, the date of delivery shall be extended for a period of time reasonably necessary to overcome the effect of such delay.

12. STANDARD WARRANTY: Square D warrants equipment manufactured by it and sold through authorized sales channels to be free from defects in materials and workmanship for eighteen (18) months from date of invoice by Square D or its authorized sales channel. If within such period any such equipment shall be proved to Square D's satisfaction to be non-conforming, such equipment shall be repaired or replaced at Square D's option. This warranty shall not apply (a) to equipment not manufactured by Square D, (b) to equipment that has been repaired or altered by other than Square D so as, in its judgment, to affect the same adversely, or (c) to equipment that has been subjected to negligence, accident, or damage by circumstances beyond Square D's control, or improper operation, maintenance or storage, or to other than normal use or service. With respect to equipment not manufactured by Square D, the warranty obligations of Square D shall in all respects conform and be limited to the warranty actually extended to Square D by its supplier. Non-conforming products must be returned at Square D's expense for evaluation unless this is waived in writing. Replacement products may be new or reconditioned. The foregoing warranties do not cover reimbursement for labor, transportation, removal, installation, temporary power, or any other expenses that may be incurred in connection with repair or replacement.

13. OPTIONAL WARRANTIES: (Only available on equipment to be located in the U.S.) Option 1-Extended-2 or 3 years from Shipment . If requested by the Purchaser and specifically accepted in writing by Square D, the standard warranty will be extended to two (2) years from date of invoice for a price addition of 1% of the net face value of the Purchase Order or will be extended for three (3) years from date of invoice for a price addition of 3% of the net face value of the Purchase Order. Option 2-Special Warranty: If requested by the Purchaser and specifically accepted in writing by Square D, the standard warranty will be extended, for a price addition of 3% of the net face value of the Purchase Order, to cover reimbursement of the direct costs of: a) Removal of non-conforming equipment or part thereof; b) Transporting equipment or parts to and from the place of repair; c) Off-loading of truck and reinstallation at the original site. Such special warranty, which may be chosen to cover a period not exceeding that of the standard or extended warranty (see above) selected, will not include the cost of providing temporary power or removing or replacing other apparatus or structures, or costs of transportation beyond a common carrier free delivery point in the continental United States. Further, the obligation of Square D for expenses and costs arising under this special warranty coverage will not exceed 50% of the net invoice price on the equipment being repaired. This warranty does not change or affect the allocation of risk or loss during shipment. Option 3-Extended Warranty-Preventative Maintenance Agreements: If requested by the Purchaser, and specifically accepted by Square D, a Preventative Maintenance Agreement is available to provide preventative maintenance on equipment covered by the agreement. Terms of the Preventative Maintenance Agreement shall be as defined in a separate Services Agreement agreed to by the parties.

14. RETURN OF EQUIPMENT: NO EQUIPMENT MAY BE RETURNED WITHOUT FIRST OBTAINING SQUARE D'S WRITTEN PERMISSION AND A RETURNED MATERIAL IDENTIFICATION TAG. Returned equipment must be of current manufacture, in the original packaging, unused, undamaged and in saleable condition. Returned equipment must be securely packed to reach Square D without damage and labeled with the return authorization number. Any cost incurred by Square D to put equipment in first class condition will be charged to the Purchaser. Purchaser requested returns not involving a Square D error will be assessed Square D's standard restocking fee. Returns will be credited at the pricing specified in Square D's standard return policy. Special Order and Custom equipment is not returnable. Square D shall bear the cost of returns resulting from Square D error, and method and route of return will be at the discretion of Square D. Costs incurred by failure to follow Square D direction will be borne by the Purchaser.

15. SOFTWARE: Any software or computer information, in whatever form that is provided with equipment manufactured by Square D, is licensed to Purchaser solely pursuant to standard licenses of Square D or its supplier of such software or computer information which licenses are hereby incorporated by reference. Square D does not warrant that such software or computer information will operate error free or without interruption, and warrants only that during the warranty period applicable to the equipment that the software will perform the essential functions necessary for the normal and customary operation of the equipment. If such software or computer information fails to conform to such warranty, Square D will, at its option, provide an update to correct the non-conformance or replace the software or computer information with the latest available version containing a correction. Square D shall have no obligation to provide updates or revisions.

16. LIMITATIONS: These disclaimers and limitations of remedies apply to all warranties offered to Purchaser and
to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES (EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANT-
ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except as may be expressly provided in an authorized writing by Square D, Square D shall not be subject to any other obligations or liabilities whatsoever, other than as stated above with respect to equipment sold or services rendered by Square D. Notwithstanding anything to the contrary herein contained SQUARE D COMPANY, ITS CONTRACTORS AND SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR LOST TIME, LOST PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL OR CON-
SEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. The remedies of the Purchaser are exclusive and the total cumulative liability of Square D, its contractors and suppliers of any tier, with respect to this contract or anything done in connection therewith, such as the use of any product covered by or furnished under the contract, whether in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product, part, or service on which such liability is based.

17. INTELLECTUAL PROPERTY: As to equipment proposed and furnished by Square D, Square D shall defend any suit or proceeding brought against Purchaser so far as based on a claim that such equipment constitutes an infringement of any copyright, trademark or patent of the United States. This obligation shall be effective only if Purchaser shall have made all payments then due hereunder and if Square D is notified promptly in writing and given authority, information, and assistance at Square D's expense for the defense of the same. In the event the use of such equipment by Purchaser is enjoined in such a suit, Square D shall, at its expense, and at its sole option, either (a) procure for the Purchaser the right to continue using such equipment (b) modify such equipment to render it non-infringing (c) replace such equipment with non-infringing equipment, or (d) refund the purchase price (less depreciation) and the transportation and installation costs of such equipment. Square D will not be responsible for any compromise or settlement made without its written consent. The foregoing states the entire liability of Square D for patent, trademark or copyright infringement, and in no event shall Square D be liable if any infringement charge is based on the use of Square D equipment for a purpose other than that for which it was sold by Square D. As to any equipment furnished by Square D to Purchaser and manufactured in accordance with designs proposed by Purchaser, the Purchaser shall indemnify Square D against any award made against Square D for patent, trademark, or copyright infringements.

18. WITNESS OF TESTS AND FACTORY INSPECTIONS: Normal production schedules do not provide the opportunity for Purchaser to witness routine factory tests on equipment or make factory inspections. Witnessing of tests or factory inspections by the Purchaser may result in delays of production for which Square D will not be responsible. Witness testing and factory inspections must be requested at time of quotation, are subject to additional costs and must be confirmed at order entry. Standard Square D factory testing and inspection will apply. Square D will notify Purchaser fourteen (14) calendar days prior to scheduled witness testing or inspection. In the event Purchaser is unable to attend, the Parties may mutually agree on a rescheduled date. However, Square D, at its sole option, may consider the witness tests and/or inspection waived, and ship and invoice the Products and the witness testing charges. Purchaser will be responsible for paying for all scheduled witness testing, whether or not Purchaser attends.

19. NUCLEAR APPLICATIONS TERMS AND CONDITIONS: Unless otherwise agreed in writing by a duly authorized representative of Square D, products sold hereunder are not intended for use in or in connection with any nuclear facility or activity. If so used, Square D disclaims all liability for any damage, injury or contamination arising from a nuclear incident or nuclear hazard; and Purchaser shall indemnify Square D against any such liability, whether arising as a result of breach of contract, warranty or tort (including negligence) or otherwise.

20. PATTERNS AND TOOLS: Notice will be given if special patterns or tools are required to complete any order. Charges for such patterns or tools do not convey title thereto or the right to remove them from Square D's plant. If patterns or tools are not used for a period of two years, Square D shall have the right to scrap them without notice.

21. PRODUCT NOTICES: Purchaser shall promptly supply the user (including its employees) of the product with all Square D supplied product notices, warnings, instructions, recommendations and similar materials.

22. ERRORS: Square D reserves the right to correct errors or omissions in quotations, acknowledgments, invoices, or other documents.

23. OSHA COMPLIANCE: Compliance with OSHA or similar federal, state or local laws during the operation or use of the product(s) is the sole responsibility of the Purchaser.

24. TERMINATION: Any order may be terminated by the Purchaser only upon written notice to Square D and upon payment of reasonable and proper termination charges based on the price of the terminated order and reimbursement of all direct costs and expenses associated with the order caused by such termination and shall include a reasonable profit. Special or custom ordered equipment is not cancelable after final acceptance of approval drawings for the commencement of manufacturing.

25. CANCELLATION: Square D shall have the right to cancel any order or contract at any time by written notice for any material breach of the contract by the Purchaser, including material delays in releasing equipment for manufacture or approval drawings and excessive changes to specifications or drawings.