STANDARD TERMS AND CONDITIONS OF SALE

AND PERFORMANCE OF SERVICES

Except as otherwise agreed in writing, the following standard terms and conditions of sale will apply to all orders received and all sales made by nVent:

1.      ACCEPTANCE AND COMPLETE AGREEMENT. Terms and Conditions: These present terms and conditions for the sale of goods and the provision of services (“Terms and Conditions”) are an integral part of any and all technical and/or commercial proposals (“Proposal”) issued by the company from the nVent group that is identified in the Proposal (“nVent”), for the supply to the buyer, who is also identified in the Proposal (“Buyer”), of goods and/or services sold by nVent. The Buyer irrevocably and unconditionally agrees that these Terms and Conditions: (i) are the sole and complete Terms and Conditions applicable to any and all purchase requests, purchase orders, service orders, quotes, requests, requests for proposals, requests for quotations or agreements issued by the Buyer to nVent, which are expressly accepted by nVent (all of which are jointly referred to as an “Agreement”), prevailing over any purchase conditions of the Buyer; and (ii) will always be considered an integral and inseparable part of the Proposal and of the Agreement, independent of being quoted in/attached to the same. In the event of a conflict or omission of any nature between the terms of the Proposal and of the Agreement, the terms of the Proposal will always prevail.

2.      DELIVERY, PRICE AND PAYMENT. Unless otherwise indicated in the Proposal or in the Agreement: (i) the ownership of the goods, as well as the risk of loss and damage to the same, will be transferred to the Buyer on their physical delivery by nVent, under the condition provided for in item (iii), below; (ii) all the goods will be priced and transported and delivered Ex Works – nVent’s factory (INCOTERMS 2010); (iii) the prices do not include any insurance, freight, shipping, taxes or obligations, which are the Buyer’s responsibility; (iv) the goods can be offered and delivered in partial shipments, at nVent’s exclusive option; and (v) the Buyer will reimburse nVent for the costs it incurs with packaging and/or equipment outside of nVent’s standards for the preparation, inspection and/or delivery of goods. The delivery deadlines will begin to run from nVent’s written acceptance of the Agreement, or after the buyer has provided all the technical and/or commercial clarifications necessary to begin the manufacture of the goods and/or the provision of the services, whichever occurs later. The dates for the conclusion of the services and delivery of the goods are approximate and are subject to the availability of raw materials and are subject to alteration by written agreement between the parties, or automatically and with no charge or penalties for nVent, for the periods that it determines, if: (a) there are acts of God or events of force majeure that are proven to affect the supply of the goods and/or the provision of the services; or (b) the Buyer requests the modification of technical and/or commercial data for the goods and/or services that are proven to affect nVent’s fulfillment of the deadlines; or (c) there is a breach of any obligation by the Buyer, or by any third parties connected to it, which is proven to affect nVent’s fulfillment of the deadlines. The payments must be made by the Buyer within thirty (30) days of the date of nVent’s issuance of the respective invoice. Any amount that the Buyer fails to pay on the respective maturity date will be increased by a late fine of two percent (2%), late interest at the highest legal rate allowed, an inflation adjustment using the IGPM-FGV inflation index or another index that comes to replace it, as well as all the collection costs and expenses that nVent incurs to satisfy its rights, without limiting nVent’s right to suspend the performance of its activities until all pending payments have been made. nVent reserves the right to repossess all the goods sold if the full payment of the amounts owed is not made, and can also take all the measures necessary, at its cost, to perfect this right.

3.      LEGAL COMPLIANCE. The parties will comply with all laws and regulations that are in effect and applicable, including export control laws and anticorruption laws regarding graft, extortion, bribery and other illegal or inappropriate means to obtain business, whether directly or indirectly, and regarding workplace health, safety and hygiene, as well as the prohibition against using child labor, in accordance with the terms of article 7(XXXIII) of the Brazilian Constitution. Each party will reasonably cooperate with the other in regard to any lawsuit or proceeding in this regard and will indemnify the other party for any act or omission by it resulting from this.

4.      INSPECTION, ACCEPTANCE AND STORAGE. All the goods delivered and services performed will be considered automatically accepted by the Buyer at the time of their delivery (in the case of goods) or their conclusion (in the case of services), unless written notice of rejection of the goods and/or services is sent by the Buyer to nVent within thirty (30) days of the date of the respective delivery or conclusion. The Buyer will only have the right to reject goods or services that are proven not to meet the warranties offered by nVent under these Terms and Conditions or in the Proposal. Unless otherwise stated in the Proposal or in the Agreement, the tests and inspections will be performed at nVent’s factory, with the Buyer being responsible for the respective costs. No goods will be stored by nVent after they made available to the Buyer unless the Buyer agrees to pay all the pertinent costs and expenses and assumes all the risk of loss and damage to the same. In no case will the storage exceed thirty (30) days. Once the thirty (30) days have passed without the Buyer picking up the goods, the Agreement will be considered automatically terminated due to the Buyer’s fault and nVent will be authorized to carry out the delivery of the goods to the Buyer, or to dispose of them as it sees fit, with any costs or expenses resulting from this being borne and/or reimbursed exclusively by the Buyer.

5.      WARRANTY. All the goods and services are warranted to be free of flaws and defects in material, manufacturing and workmanship and to correspond to the specifications mentioned in the Proposal. If specifications are not mentioned, the goods and services are warranted to correspond to nVent’s specifications in effect on the date of the Proposal. The warranty period for the goods is twelve (12) months from the date of their installation or eighteen (18) months from the date they are shipped to the Buyer, whichever occurs first, except for any goods acquired by nVent from third parties, in which case the terms of the warranty offered by the respective third party will be passed on to the Buyer, through nVent and under its liability. The warranty period for the services provided is twelve (12) months after their conclusion. Spare parts are guaranteed for six (6) months from the date they are shipped to the Buyer. There is no warranty against normal wear and tear on the goods or components, or for goods, components or services: (i) manufactured/provided by companies not affiliated with nVent; (ii) that have not been provided/performed by nVent; or (iii) that have been subject to improper use, installation or maintenance that is inappropriate or not consistent with nVent’s instructions, or to corrosion or that has been disassembled, modified or repaired by any third parties (including the Buyer) rather than by nVent or someone appointed/authorized by it. nVent does not warrant that the operation of the goods will be uninterrupted and/or free of errors or that the goods will operate in conjunction with other goods belonging to the Buyer or its customers. nVent likewise does not assume any liability for equipment and/or services provided by the Buyer or by its customers. All the costs for the repair/replacement of goods and/or services found in the conditions described above will be borne exclusively by the Buyer. The goods and services repaired, replaced or re-performed will be warranted for the rest of their respective, original warranty period, or for three (3) months after the date of their repair, replacement or re-performance, whichever is longer. nVent must receive written notice of the flaw or defect in the good or service within the respective warranty period. In regard to any good or service (or part thereof) that is not in compliance with the terms of the Proposal or of the Agreement, as the case may be, and so long as the noncompliance is proven to be nVent’s exclusive fault, nVent’s liability will be limited solely to, within the periods determined by nVent, repairing or replacing the nonconforming goods (or parts thereof), re-performing the noncomplying services (or parts thereof) or, at nVent’s exclusive option, reimbursing the Buyer proportionally to the price of the goods/services that are not in compliance. For goods that, in whole or in part, were not installed by nVent, the Buyer will be liable for the costs of removal, return and reinstallation. THE BUYER WAIVES ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR LEGAL, SUCH AS, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY.

6.      LIMITATION OF LIABILITY. Notwithstanding any provision to the contrary in any other provision of these Terms and Conditions, of the Proposal or of the Agreement (including any appendices and/or complementary documents or documents referenced in the Proposal or in the Agreement): (A) if the Agreement should call for the application of fines against nVent for breach of its contractual obligations, nVent will be responsible solely for late fines, which: (i) will be zero point one percent (0.1%), per day, of the value of the good or service that is late, (ii) will only be applicable if the events that generate those fines have been proven to be caused exclusively by nVent’s fault, (iii) will be limited, in any case and independent of the number of occurrences, to ten percent (10%) of the total value of the good or service that is late, and (iv) will be the Buyer’s sole recourse for delays caused by nVent; (B) with that which is stated above being observed, nVent will be liable only for the payment of direct losses and harm and any fines (of any nature) resulting from acts/facts proven to be exclusively caused through its fault during the performance of its obligations, with this liability being limited to the total amount of the Proposal or of the Agreement, as the case may be; and (C) nVent will not be liable for any type of indirect loss or damages and/or lost profit.

7.      INTELLECTUAL PROPERTY. Neither of the parties will acquire any intellectual property right or license through these Terms and Conditions, the Proposal or the Agreement, except for the nontransferable, nonexclusive and limited right to the use of the intellectual property as may be necessary for the installation, operation, maintenance and repair of the goods and services provided by nVent. If the good supplied to the Buyer becomes or, in nVent’s opinion, could become the object of any claim, lawsuit or procedure for the violation of any valid intellectual property right, nVent can, at its option and expense: (i) obtain for the Buyer the right to use, rent or buy the good; (ii) replace the good; (iii) alter the good; or (iv) take back the good and reimburse the purchase price paid by the Buyer. nVent will not be liable for any violation of intellectual property rights resulting from the combination of the goods or from their use in the Buyer’s conduct of any of its processes. The Buyer recognizes that all the intellectual property rights developed by nVent that predate the Proposal and/or the Agreement and that are related to the goods and/or services that are their object are and will always remain nVent’s exclusive property, even if the Buyer reimburses nVent for any costs related to the development of such goods and/or services. The Buyer, at its cost, will protect and defend nVent, including its officers, employees and affiliated companies, from and against any lawsuit, demand or claim regarding the violation of intellectual property rights if they result from the supply and/or use of any goods and/or services supplied or performed by nVent in observance of the Buyer’s designs, specifications or instructions. The buyer must reproduce the intellectual property right notices, registered trademarks, use restrictions relative to and/or contained in the goods and/or in the result of the services in any copy of the same, and they must not be modified, erased or obscured in any manner by the Buyer. The buyer will not use, promote, sell or package any goods sold by nVent in a way that dilutes, denigrates or causes confusion in relation to any nVent intellectual property right or that of third parties. The Buyer will likewise not use nVent’s name, logo or trademarks in its promotional/advertising materials unless approved by nVent in writing.

8.      CANCELLATION AND RESCISSION. No good can be returned by the Buyer without nVent’s prior, written approval. The Agreements cannot be canceled without nVent’s written consent and the payment, by the Buyer, of all the expenses and costs incurred by nVent with the respective cancellation. Without limiting that which is stated above, an Agreement will be considered automatically rescinded, without the need for any communication between the parties, in the following situations: (i) a breach of any obligation, by either of the parties, that has not been cured by the party in breach within thirty (30) days from the receipt of written notice from the innocent party pointing out the breach; (ii) a declaration of bankruptcy or court-supervised or out-of-court reorganization of either of the parties (without limiting the right to collect any amounts that may be owed by one party to the other); (iii) the occurrence of an act of God or force majeure, the effects of which last for more than sixty (60) days and impair the fulfillment of the contractual obligations by either of the parties. In any of the cases of cancellation/rescission provided for in this section: (a) the Buyer must pay all the costs and expenses incurred by nVent with the cancellation/rescission of the Agreement; and (b) if the goods have not yet been delivered to the Buyer, the Buyer has the right to pick them up, as is, within thirty (30) days from the date of the cancellation/rescission of the Agreement and if the Buyer does not pick them up within this period, nVent will understand that the Buyer has decided not to pick them up and can dispose of the goods as it believes best. Any costs or expenses nVent incurs as a result of this will be borne or reimbursed exclusively by the Buyer.

9.      ASSIGNMENT AND OFFSET. Neither of the parties can assign the Proposal or the Agreement without the other party’s written consent. Nothing in the Proposal or in the Agreement will revert to the benefit of or be considered to be the origin of any third-party rights. The parties also agree that there will not be offsetting of reciprocal credits and debits under the Proposal, the Agreement or any other commercial relationship that may exist between them. Notwithstanding the foregoing, nVent can, at its cost, assign and/or give a security interest in payments owed by the Buyer (including supporting documentation) under any Proposal or Agreement, so long as it notifies the Buyer. Any assignment and/or security interest in this regard will not result in a change to any obligation nVent has assumed under the Proposal or the Agreement.

10.  SALES TO GOVERNMENT AGENCIES. If the Buyer chooses to sell the goods to a government agency, the Buyer will do so at its own option and risk. nVent does not warrant that its goods or services, or the respective prices, will comply with any laws, regulations or provisions applicable to such sales.

11.  FORCE MAJEURE. Neither of the parties will be liable for delays or breaches of obligations resulting from events considered an act of God and/or force majeure under applicable law, with the party affected in such cases being required to communicate this fact to the other party as soon as possible, stating the nature of the event and of its effects, as well as the actions to be taken by the parties.

12.  INSURANCE AND FINANCIAL GUARANTEES. The amounts of any insurance taken out by nVent for the purposes of the Proposal or Agreement will only be paid: (i) under the terms of such insurance; (ii) if nVent has acted with proven fault in the performance of its obligations to the Buyer or third parties; and (iii) if nVent’s acts, under (ii), have generated a loss subject to indemnification by the mentioned insurance. At its option, nVent can deliver to the Buyer a certificate of insurance that shows the insurance applicable to the Proposal or to the Agreement. The Buyer will not be considered an additional insured and no coverage from nVent’s insurance will cover any negligence, fraud or willful misconduct by the Buyer or any act or omission by it or directly or indirectly related third parties. Moreover, any financial guarantees that may be requested by the Buyer for the purposes of a Proposal or Agreement will only be granted after they are approved on the basis of nVent’s internal policies.

13.  CONFIDENTIALITY. For the purposes of these Terms and Conditions, of the Proposal and of the Agreement, Confidential Information means any information, data and/or document related to the Proposal or to the Agreement, in any format, that the parties obtain from one another. The parties undertake to maintain absolute confidentiality relative to the Confidential Information during the performance of the Agreement and for a period of two (2) years after its termination, for any reason. The results of the services performed by nVent or information that meets the following provisions will not be considered Confidential Information: (i) it is known to the receiving party or is in its power before it is received from the revealing party; (ii) it is or comes into the public domain before or after having been revealed to the receiving party; (iii) it becomes known to the receiving party from other sources, without the breach of any confidentiality obligation between such sources and the revealing party or a third party; (iv) it is developed independently by the receiving party; (v) its disclosure is authorized in writing by the revealing party; or (vi) its disclosure is required by law or legal rules/decisions imposed by any government body/agency with authority over the parties.

14.  BUYER’S OBLIGATIONS. Without limiting its other obligations under these Terms and Conditions, the Proposal or the Agreement, the Buyer undertakes: (i) to communicate the occurrence of any event that impedes the performance of any activity for which it is responsible in writing to nVent on a timely basis; (ii) to provide all documents/information requested by nVent for the performance of its activities on a timely basis, as well as to facilitate nVent’s timely access to the Buyer’s personnel as necessary for the performance of nVent’s obligation; and (iii) to approve any drawings, manuals, technical specifications, calculations, documents and/or requests that have been submitted to it by nVent, by the deadlines established by nVent, as well as to justify its disapproval in writing and/or comments regarding the same within the mentioned deadlines.

15.  CHANGES. Changes requested by the Buyer that in any way affect the originally offered characteristics of the goods and/or services, or that in any way amend the Proposal or the Agreement, will be subject to nVent’s prior study and will only be processed by it if they are technically and economically viable and approved in writing by the parties. Any changes requested by the Buyer could result in changes to the price, delivery deadline and/or other terms. However, nVent can, at its exclusive option and at any time, without incurring any liability to the Buyer: (i) change any terms of the Proposal before it is accepted by the Buyer; (ii) change the specifications, the designs and/or the engineering of the goods and/or services; (iii) discontinue the manufacture and/or sale of any goods and/or services; or (iv) begin the manufacture and/or sale of new products with characteristics that make any of its existing goods and/or services obsolete in whole or in part. Notwithstanding the foregoing, nVent will perform the terms of the Proposals and/or Agreements accepted by the Buyer, under their terms, that may be affected by the changes and/or discontinuations mentioned above.

16.  WAIVER AND DIVISIBILITY. No failure and/or delay by nVent in exercising any right, power or privilege contained in these Terms and Conditions, in the Proposal or in the Agreement will be interpreted as a waiver of such right. If any provision or any part of any provision of these Terms and Conditions, of the Proposal or of the Agreement is declared invalid, void or unenforceable by a court, this will not affect the remaining part of such provision or any other provision of this instrument, of the Proposal or of the Agreement.

17.  APPLICABLE LAW AND JURISDICTION. The Proposal and the Agreement will be governed by Brazilian law. The parties agree that the Consumer Defense Code (Law 8,078/90) does not apply to the Proposal and to the Agreement. Any disputes under the Proposal or the Agreement will be resolved by the Brazilian courts with jurisdiction that are located in the venue where nVent’s Brazilian head office is, with the parties waving all other courts and venues, no matter how privileged they may be.

The following terms and conditions supersede any contrary terms above and are considered a material part of these terms. For these purposes, the nVent refers to the applicable nVent entity with whom the customer is doing business, and the Customer is the legal entity doing business with nVent. 

Anti-Corruption

a. Customer understands and agrees that Customer and any Third Parties engaged by Customer will not unlawfully offer, promise or provide any payments (or otherwise transfer anything of value) to any Government Official or private party for the purposes of obtaining an improper business advantage, or otherwise engage in activities which may constitute commercial or public bribery, corruption, or kickbacks under the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, the OECD Anti-Bribery Convention, or any other law of similar effect in the jurisdictions where nVent and Customer conduct business (“Anti-Corruption Laws”) in connection with any of the activities contemplated under this Agreement. To this end, Customer and any Third Parties engaged by Customer will not directly or indirectly pay, offer, authorize or promise any monies or anything of value (such as gifts, contributions, travel, or entertainment) to any person or organization, including any employee of Third Party’s or nVent’s customers, or any Government Official (including any employee or official of any governmental authority, government owned or controlled entity, public international organization or political party or any candidate for political office) for the purpose of influencing their acts or decisions.

b. Customer and its Representatives will maintain complete and accurate books and records in accordance with generally accepted accounting principles in Customer’s and its Representative’s jurisdiction, consistently applied, properly and accurately recording any commission, compensation, reimbursement or other payment (“Payments”) made by Customer and its Representatives in performance of, on behalf of or related to work for nVent. Customer and its Representatives will maintain a system of internal accounting controls reasonably designed to ensure that its assets are used only in accordance with its management directives and that it maintains no off-the-book accounts. 

Export Compliance

a. Customer understands and agrees that any Products or services sold or otherwise provided hereunder (regardless of quantity or value) may be subject to economic sanctions, export controls and other restrictive trade measures with certain countries or parties, and may be subject to various licensing requirements under the applicable laws and regulations of the United States and other jurisdictions. Customer will determine whether such licenses are required before shipping products to restricted countries, parties, or territories, and will obtain any necessary licenses whenever such requirements apply to any Product, any Customer, or the Customer’s business with nVent. Additionally, nVent will not directly or indirectly sell, ship, re-export, disclose or otherwise transfer any Products or services supplied under this Agreement for use in nuclear related activities or facilities, chemical/biological weapons, missile or rocket systems, or unmanned air vehicles. Notwithstanding the foregoing, nothing in this paragraph will be construed to override or waive any prohibitions or restrictions on shipping Product outside the Territory set forth herein.

b. nVent is committed as a matter of company policy to strict compliance with any applicable economic sanctions, export control laws, and restrictive trade measures regulations of the countries in which nVent conducts business, including, but not limited to, U.S. economic sanctions, export control, and anti-boycott regulations. Customer agrees to comply with these legal requirements whenever they apply to it business with nVent, the sale, shipment, or provision of nVent’s Products, and any other activities that may arise under the commercial relationship contemplated in this Agreement. 

c. Notwithstanding any other provision of this Agreement to the contrary, Customer agrees that it will not directly or indirectly sell, ship, re-export, disclose or otherwise transfer any Products or services supplied under this Agreement to IRAN, NORTH KOREA, SYRIA, CUBA and the disputed CRIMEA REGION, to any entities or persons located in those countries or territories, or to any entities or persons from these countries or territories located that are located elsewhere. Customer agrees that it will not directly or indirectly sell, ship, re-export, disclose or otherwise transfer any Products or services supplied under this Agreement to any other countries or parties except in full compliance with all applicable governmental requirements, including, but not limited to: (i) the economic sanctions administered by the U.S. Treasury Department and U.S. State Department; (ii) the International Traffic in Arms Regulations administered by the U.S. State Department and the Export Administration Regulations administered by the U.S. Commerce Department; or (iii) any other applicable laws of similar effect administered by the European Union, United Kingdom, United Nations, or any other jurisdictions where the nVent and Customer conduct business (hereinafter “Trade Compliance Laws”). 

d. Notwithstanding any other provision of this Agreement to the contrary, and consistent with the requirement imposed under applicable Trade Compliance Laws, nVent will not directly or indirectly sell, ship, re-export, disclose or otherwise transfer any Products or services supplied under this Agreement to person, entity, organization or other party identified on the U.S. Department of Commerce's Denied Persons or Entity List, the Department of State's Debarred Parties List, the various economic sanctions lists administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or the U.S. State Department, or any other applicable government-issued restricted party list, as maybe published and revised from time to time. 

e. Customer will not take any action or make any requests that causes Customer or nVent to violate any applicable provisions of U.S. anti-boycott laws, including the various regulations enforced by the U.S. Commerce Department and U.S. Treasury Department. To that end, Customer will not request any information necessary to comply with the Arab League Boycott of Israel, take and action to comply with said boycott, or otherwise offer or promise to comply with said boycott. Customer will also not request any information from nVent or any Third Party related to the race, religion, nationality, or sex of any individual when such requests are related to compliance with the Arab League Boycott of Israel or any other boycott that is not sanctioned under the laws of the United States. 

f. The obligation of nVent to furnish products or technical information or services under this Agreement is subject to the ability of nVent to supply such items consistent with all Trade Compliance Laws, U.S. anti-boycott laws, and other applicable laws and regulations of the U.S. Government and other governments. nVent reserves the right to refuse to enter into or perform any order, and to cancel any order, placed under this Agreement if nVent in its sole discretion determines that the entry into such order or the performance of the transaction to which such order relates could violate any Trade Compliance Laws, U.S. Anti-boycott laws, or other applicable law or regulation of the U.S. Government or other governments. 

g. Customer agrees that any such refusal or cancellation of any order, or termination of the Agreement by nVent as described above, will not constitute a breach of any of the nVent obligations under this Agreement, and Customer hereby waives any and all claims against nVent for any loss, cost or expense, including, but not limited to, any loss of profit, loss of business, loss of or damage to goodwill and/or similar losses, loss of anticipated savings, or increased costs or for any indirect, special or consequential losses, or pure economic loss, costs, damages, charges or expenses howsoever arising, that Customer may incur by virtue of such refusal or cancellation of any order or termination of this Agreement.

Anti-Human Trafficking. Customer, its subsidiaries and affiliates will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes in force in local, national, and international law. Customer will comply with nVent’s Anti-slavery Policy OR have and maintain throughout the term of this agreement its own policies and procedures to ensure its compliance. Customer will not engage in any activity, practice or conduct that would constitute an offence under U.S. or U.K. anti-human trafficking laws. Neither the Customer nor any of its officers, employees, agents or other persons associated with it has been convicted of any offence involving slavery and human trafficking; and has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.Import Compliance. Unless otherwise agreed in writing, nVent will not be obligated to provide Customer with any documentation to substantiate that any of the Products sold to Customer qualify for any preferential duty treatment.

Notification. Customer will notify nVent promptly if (a) Customer or any of Representatives have reason to believe that a breach of this Section has occurred or is likely to occur; or (b) if any conflicts of interest arise after the signing of this Agreement, including potential conflicts of interest regarding its relationship with nVent, including family members who could benefit from the commercial relationship between Customer and nVent; or (c) if Customer or any of its Representatives or their family members become a government official or political party candidate in a position to influence Customer’s commercial relationship with nVent. Customer will send all such notices to [email protected]. 

Audit Rights. If at any time nVent believes in good faith that Customer has breached the warranties, representations or agreements in this Section, nVent has the right to select an independent third party to conduct an audit at nVent’s expense, to verify Customer’s adherence to the terms in this Section. Customer will fully cooperate in such audit. If the auditor finds the Customer in breach, Customer agrees to reimburse nVent for the cost of the audit.

Compliance with Laws. Customer agrees to comply with any applicable local or national Trade Compliance Laws, U.S. Anti-boycott Laws, Anti-Corruption Laws, or other applicable regulations of the U.S. Government or any other government, notwithstanding whether or not this is contrary to any aforementioned applicable laws or regulations. Compliance with applicable legal requirements and nVent’s Position is a prerequisite for Customer to perform its obligations under this Agreement, and if the Customer fails to comply with such legal requirements, it is incapable of meeting its obligations under this Agreements.

Breach and Termination. Any breach of the warranties, representations or agreements in this Section will constitute a material breach of this Agreement and be grounds for immediate termination for cause of this Agreement and/or any order, and nVent may withhold any payments until such time that nVent has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. Customer will indemnify and hold nVent harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from Customer’s breach of the representations, warranties and agreements contained in this Section. nVent reserves the right to refuse to enter into or perform any order, and to cancel any order, if nVent in its sole discretion determines that such order could violate any applicable law or regulation of the United States, or any other governments. The Parties agree that any such refusal or cancellation of any order, or termination of the Agreement by nVent, as described above, will not constitute a breach of any of nVent’s obligations under this Agreement, and the Parties hereby waive any and all claims against nVent for any loss, cost or expense related thereto.©nVent, Rev.

December 17, 2019 HOFFMAN LA Terms