Terms & Conditions

STANDARD TERMS AND CONDITIONS OF SALE

All products furnished by Seller to Buyer shall be in accordance with the following terms and conditions unless otherwise stated in writing.

1. ACCEPTANCE AND COMPLETE AGREEMENT - Buyer’s order is binding only when accepted in writing at the principal office of Seller. The terms and conditions of sale are only those stated herein, which with the information contained overleaf shall constitute the complete agreement between the parties and may not be altered or modified except in writing duly executed by each party. The parties agree there are no agreements, representations or warranties between the parties, oral or written, with respect to the products sold hereunder (including any made or implied from past dealings) except as expressed herein.  No terms and conditions stated in or attached to Buyer’s communications to Seller, including but not limited to Buyer’s purchase orders the terms of which are hereby rejected, are applicable to these terms and conditions in any way and in no event shall such Buyer’s or any other terms and conditions be considered valid exceptions to the provisions of these terms and conditions.  Trade custom, trade usage and past performance are superseded by these terms and conditions and shall not be used to interpret these terms and conditions.

2. SHIPPING - Shipping dates are estimates only and are not guaranteed.  Seller will use every effort to make shipments as scheduled and may make partial shipments.  Seller shall not be liable for any loss or damage ensuing from late delivery.  

3. EXPORTATION - If the products ordered are to be exported from the country of Seller, the quoted shipping dates are subject to receipt of all export documents and authorizations.  Regardless of ultimate destination, the prices quoted are based on packing for domestic shipment unless otherwise stated in writing.  Buyer agrees to provide Seller in writing with the ultimate destination and identity of the end-user prior to shipment if the products are to be exported. Notwithstanding any other provision of this Agreement to the contrary, Buyer agrees that it will not sell, reexport or transfer any products or technical information or Services supplied under this Agreement to IRAN, NORTH KOREA, SYRIA, CUBA and SUDAN, including any entities or persons in those countries, either directly or indirectly (“Seller’s Position”).  Buyer agrees that it will not sell, reexport or transfer any products or technical information or Services supplied under this Agreement to any other countries except in full compliance with all applicable governmental requirements, including but not limited to applicable economic sanctions and constraints administered by the U.S. Treasury Department and applicable export control measures administered by the U.S. Department of Commerce and U.S. Department of State, any other U.S. government agencies, and measures administered by the European Union or the government agencies of any other countries.  Any violation by Buyer of the applicable laws or regulations of the U.S. or any other government, or where Buyer breaches Seller’s Position notwithstanding whether or not this is contrary to any aforementioned applicable laws or regulations, shall be deemed a material breach of this Agreement and sufficient basis for the Seller to reject any or all orders or to terminate this Agreement. Compliance with applicable legal requirements and Seller’s Position is a prerequisite for Buyer to perform its obligations under this Agreement, and if the Buyer fails to comply with such legal requirements, it is incapable of meeting its obligations under this Agreement. The Seller reserves the right to refuse to enter into or perform any order, and to cancel any order, placed under this Agreement if the Seller 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 applicable law or regulation of the United States, or any other governments and/or Seller’s Position. Buyer agrees that any such refusal or cancellation of any order, or termination of the Agreement by the Seller, as described above, will not constitute a breach of any of the Seller’s obligations under this Agreement, and Buyer hereby waives any and all claims against the Seller for any loss, cost or expense, including, but not limited to, claims of third parties, 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 Buyer may incur by virtue of such refusal or cancellation of any order or termination of this Agreement.

For Goods or Technologies as listed in Annexes XI, XX, XXXV, XL of Regulation (EU) No 833/2014 and firearms/ammunition from Annex I of Regulation (EU) No 258/2012 as amended by the Council Regulation (EU) 2023/2878 of 18 December 2023 and the Council Decision (CFSP) 2023/2874 (“Goods”), Buyer is prohibited from directly or indirectly re-exporting the Goods, or any products incorporating the Goods, to Russia or for use in Russia. Breach of this clause constitutes a material breach of this Agreement, entitling Seller to seek remedies available at law or equity.

4. PRICES - Prices quoted, unless otherwise stated in writing, are ex works and do not include sales, use, excise, value added or similar taxes or duties.  Buyer shall pay these taxes directly if the law permits or will reimburse Seller if it is required to pay them.  Buyer will provide tax exemption certificates or evidence of tax payment on request.  The price quoted is based on the cost of raw materials, wage rates, shipping charges, freight, insurance premiums, landing charges and duties, railage and cartage applicable on the date on which a contract, acceptance, confirmation, tender or quotation is issued.  Accordingly, any increase in such costs after such date and prior to the fulfillment of the contract may result in a price adaptation in good faith and in proportion to the changed circumstances, and shall thus be for the account of Buyer.

5. SERVICES - Where Services are to be provided: the Services supplied under the Agreement shall be provided by the Seller to the Buyer from the date of acceptance by the Seller of the Buyer's offer and the Services supplied under the Agreement shall continue to be supplied for the Term identified in the order. 

Seller’s Obligations. The Seller shall (1) use reasonable efforts to provide the Services to the Buyer, in accordance in all material respects with Seller’s quotation/offer/bid specifications; (2) use reasonable efforts to meet any performance dates specified in Seller’s quotation/offer/bid, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services, and (3) use reasonable efforts to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Buyer’s premises and that have been communicated to it, provided that it shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under the Agreement.

 
Buyer’s Obligations. The Buyer shall: (a) co-operate with the Seller in all matters relating to the Services; (b)provide the Seller, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Buyer's premises, office accommodation, data and other facilities as reasonably required by the Seller; (c)provide to the Seller, in a timely manner, such material and other information as the Seller may reasonably require and ensure that it is accurate in all material respects; (d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; (e) inform the Seller of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Buyer's premises. If the Seller's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, the Seller shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay. The Buyer shall be liable to pay to the Seller, on demand, all reasonable costs, charges or losses sustained or incurred by the Seller (including, without limitation, any direct, indirect or consequential losses, such as claims of third parties, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Seller confirming such costs, charges and losses to the Buyer in writing. The Buyer shall not, without the prior written consent of the Seller, at any time from the date of the Agreement to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Seller in the provision of the Services. Any consent given by the Seller in accordance with the above shall be subject to the Buyer paying to the Seller a sum equivalent to 50% of the then current annual remuneration of the Seller's employee, consultant or subcontractor or, if higher, 50% of the annual  ‘gross’ remuneration to be paid by the Buyer to that employee, consultant or subcontractor. Where Services are provided on a time and materials basis: (a) the charges payable for the Services shall be calculated in accordance with the Seller’s standard daily fee rates, as set out in the order/quotation/bid/offer and as amended from time to time by the Seller’ giving not less than 1 months' written notice to the Buyer; (b) the Seller’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays); (c) the Seller shall be entitled to charge an overtime rate of 40% of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to above.
 

6. PAYMENT - Standard payment terms are net thirty (30) days from date of invoice.  In the event credit has not been established, Seller reserves the right to require payment, or the issuance of an irrevocable letter of credit satisfactory to Seller and at Buyer’s cost, in advance of shipment.  Any amounts not paid when due shall bear interest on a daily basis at the rate of 12% per annum or at the highest rate permitted by law (whichever is less), from the date of shipment until paid.   Should there be any dispute as to whether the products conform to contract or whether any obligation has been properly performed by Seller, Buyer under¬takes that, notwithstan¬ding such dispute, it shall not withhold any payment due, but shall pay any such amount to Seller on the due date therefor. The remedy of Buyer in such circumstances shall be limited to an acti¬on against Seller for the repayment of all or any relevant portion of any pay¬ment effected by Buyer.

7. SOLVENCY - Buyer’s order will be deemed a representation that Buyer is solvent and able to pay for the products ordered.  If Buyer fails to make payments when due or if bankruptcy or insolvency proceedings (including judicial composition proceedings) are instituted by or against Buyer, or if Buyer makes an assignment for the benefit of creditors, Buyer will be deemed to be in default and Seller will have the right to terminate forthwith its obligations by written notice to Buyer, in which case the termination provisions set out below shall apply.

8. CANCELLATION - No products may be returned without prior written approval of Seller.  Orders placed with and accepted by Seller may not be cancelled except upon Seller’s written consent prior to shipment and Buyer’s acceptance of Seller’s cancellation charges which shall protect Seller against all costs and losses, but not higher than the price quoted.  Seller reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the products is or becomes technically or economically impractical.

9. MANUFACTURE - Seller reserves the right to discontinue the manufacture of, or change or modify the design and/or construction of the products sold pursuant to these terms and conditions, without incurring any obligation to Buyer.

10. JURISDICTION AND DISPUTES - These terms and conditions shall be governed in accordance with the law of the domicile of Seller, excluding however the application of the Vienna Convention on the Sale of Goods.  All disputes under these terms and conditions shall be resolved as follows:

• for contracts with Buyers in the domicile of Seller such question, dispute or difference shall be submitted to the exclusive jurisdiction of the courts of the domicile of Seller; and
• for contracts with all other Buyers such question, dispute or difference shall be finally settled by one or more arbitrators under the Rules of Conciliation and Arbitration of the International Chamber of Commerce.  The place of arbitration shall be in Brussels, Belgium and the language of the arbitration proceedings shall be English and the arbitration award shall be final and binding on the parties.

11. INSPECTION - All products must be inspected within five (5) calendar days of receipt.  If any damage is discovered, a claim must be filed with the carrier.  A full report of the damage must be forwarded to Seller so that it can arrange for repair or replacement.  Failure to comply with this provision precludes Buyer from making any claim against Seller in respect of any visible damage to the products.  

12. TITLE AND RISK - The title in the products shall not pass until payment has been received in full by Seller and in the meantime title is expressly reserved in favour of Seller. Pending receipt of payment in full by Seller, Buyer shall store the products in such a way to ensure that they are preserved in the same condition as they were received, that they can at all times be identified as Seller’s property and are separate from any other goods in Buyer’s possession. Notwithstanding the foregoing risk in the products shall pass to Buyer upon delivery 

13. WARRANTY - All products that Seller manufactures are warranted, when paid for and properly installed, operated and maintained, to be free from defects in material and workmanship and to conform to the specifications, if any, listed on the other side of this form.  If no specifications are listed, the products are warranted to conform to Seller’s currently published specifications.  The warranty period is twenty-four (24) months from delivery to the Buyer.  No warranty is given for products or components manufactured by companies not affiliated by ownership with Seller, or for products which have been subject to misuse, improper installation, corrosion, or which have been disassembled, modified or repaired by unauthorized persons.  Seller must receive written notice of the defect from Buyer within the warranty period.  Seller’s liability is limited solely to servicing or adjusting any product returned to Seller’s factory for that purpose, including replacing any defective parts therein or, at Seller’s option, refunding to Buyer the purchase price allocable to the nonconforming product.  Buyer must pay packing, crating and transportation costs to and from Seller’s factory.  At Buyer’s request, Seller will make reasonable efforts to provide warranty service at the Buyer’s premises, provided the Buyer pays Seller’s then current rates for field service and the associated travel and living expenses.  If a fault has been caused by improper installation, maintenance or use, or by abnormal conditions of operation, repairs will be billed at normal rates.
If any fault arises, the following steps must be taken:
A.  Notify Seller of the product model number, serial number and details of the difficulty.  On receipt of this information, Buyer will be given service data or shipping instructions.
B.  On receipt of Seller’s shipping instructions, forward the product prepaid.  If the product or the fault is not covered by warranty, an estimate of charges will be furnished before work begins.
SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, SUCH AS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.  SELLER ALSO DISCLAIMS ALL WARRANTIES REGARDING ANY ANCILLARY SERVICES RENDERED.

14. POLLUTION – Buyer agrees to the extent of its negligence to indemnify, defend and hold Seller harmless against any loss, damage, expense, claim and any other cost or liability (including, but not limited to, fines and penalties to the extent permitted by law, clean-up or other remedial or containment costs, or legal, technical or other professional fees) arising as a result of any pollution, contamination, or other loss or damage to the environment or natural resources which arise in connection with any goods or services provided by Seller under the contract, regardless of cause.

15. DRAWINGS - Any drawings submitted herewith are only to show the general style, arrangement, and approximate dimensions of the products offered.  No work is to be based on drawings unless the drawings are certified.  In no event will manufacturing or proprietary drawings be supplied.
All offers will be made at no obligation, unless explicitly stated otherwise and are based on the data, specifications etc. which have been provided.  Unless otherwise agreed in writing, all samples and all dimensions, weights, formulae and other particulars and information contained in engineering designs, quotations, tenders, specifications, prospectuses, advertisements and other documents supplied by Seller, are supplied or communicated for information only and do not form part of the contract.

16. CONFIDENTIALITY - Buyer agrees that all drawings, prints and other technical material which Seller provides to Buyer, whether prepared by Seller or by third parties under contract to Seller, contain data which may embody trade secrets and confidential know-how of commercial value to Seller or third parties under contract to Seller.  Buyer agrees (a) to keep such information confidential; (b) that it will not disclose such information to any other person, corporate division or entity except where disclosure is required by Court order or otherwise by law in which event Buyer shall notify Seller in advance in writing of the requested disclosure; (c) will not use such information except in connection with the products supplied hereunder; and (d) will not sell, lease, loan or permit any other person, corporate division or entity to use such information for any purpose, without Seller’s express prior written consent.  Nothing herein shall restrict the use of information available to the general public or from disclosure by Buyer pursuant to any order of the court.  Buyer agrees to reimburse Seller for any damages resulting from Buyer’s breach of this confidentiality provision. 

17. INTELLECTUAL PROPERTY RIGHTS - All patents, copyrights, designs, drawings and other technical or commercial information relating to the products, including any software provided by Seller pursuant to any proposal, tender or the contract, and the intellectual property rights therein made or acquired by Seller prior to or during the preparation of the proposal or tender or in the course of work on the contract shall be and remain the exclusive property of Seller.

If a product furnished to Buyer becomes or, in Seller’s opinion, may become the subject of any claim, suit or proceeding for infringement of any intellectual property rights, Seller may at its option and expense (i) obtain for Buyer the right to use, lease or sell the product, (ii) replace the product, (iii) modify the product, or (iv) remove the product and refund the purchase price paid by Buyer less a reasonable amount for use, damage or obsolescence.  Seller will not be liable for any infringement arising from the combination of products or from the use of a product in practicing a process.  Seller’s total liability to Buyer will not, under any circumstances exceed the purchase price paid for the allegedly infringing product.  Buyer agrees, at its expense, to protect and defend Seller against any claim of intellectual property right infringement arising from compliance with Buyer’s designs, specifications or instructions and to hold Seller harmless from damages, costs and expenses attributable to any such claim.

18. INDEMNITY & INSURANCE – Buyer agrees to the extent of its negligence, to defend, indemnify and hold the Seller (and its agents, representatives, employees, officers, related companies, successors and assigns, and customers) harmless from all claims, demands, actions, damages and liabilities (including legal fees and consequential and incidental damages) arising out of any injury (including death) to any person or damage to any property in any way connected with any act or omission of Buyer, its agents, employees, or subcontractors.  

19. LIMITATION OF DAMAGES – EXCEPT FOR THE ABOVE AND IN THE EVENT OF WILFUL MISCONDUCT OR BREACH OF AN OBLIGATION CONSIDERED AS A MATERIAL OBLIGATION UNDER THE AGREEMENT, THE SELLER SHALL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND NO CLAIM HOWSOEVER CAN BE BROUGHT AGAINST THE SELLER. IN ANY EVENT, THE LIABILITY OF THE SELLER SHALL NOT EXCEED AN AMOUNT EQUIVALENT TO THE CONTRACT PRICE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES, such as (but not limited to) loss of use, production, revenue, contracts, increase in operating costs, damage to third party property (whether originally supplied by the SELLER or not), economic or financial loss or damage, nor for any other form of indirect or consequential loss or damage (including claims of third parties), whatsoever arising out of or in connection with this Agreement,  including any act or omission of the SELLER relating to the manufacture or supply of the products, their resale by the BUYER or their use by any customer or any advice or technical support given in relation.

20. WAIVER - No failure to exercise and no delay in exercising on the part of Seller any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege hereunder preclude further exercise of the same right, power or privilege.  

21. VALIDITY OF PROVISIONS - In the event any provision or any part or portion of any provision of these Terms and Conditions shall be held to be invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that provision, or any other provision hereof. 

22. SUSPENSION – If Buyer fails to make any payment when due or to perform on time any of its other obligations under this contract Seller shall be entitled to suspend performance of the contract until the failure is remedied.

23. TERMINATION – Seller shall be entitled to terminate the contract in the event Buyer is in breach of any of its obligations hereunder and fails to remedy the breach within twenty eight (28) calendar days after receiving written notification thereof from Seller or if Buyer goes into liquidation, receivership, administration or makes any voluntary arrangement with any of its creditors. Any termination of the contract in accordance with the terms hereof shall become effective upon service of a written notice of termination on the other party.  Upon termination, howsoever arising, Seller shall be entitled forthwith to suspend any further deliveries under the contract without any liability to Buyer. Within 14 days of such a notice of termination, howsoever arising, Buyer shall pay to Seller.  

• the outstanding balance of the contract price for products which have been delivered and for those products which are then capable of being delivered, and
• the costs incurred or committed by Seller up to the date of notice of termination in performing work on products which are not then in a deliverable state plus a reasonable margin to be agreed between the parties which shall not be less than 15%, and
• the costs reasonably incurred by Seller as a result of the termination.
• This obligation shall not, however, apply in respect of deficient or delayed products and in respect of which Buyer has terminated the contract by reason of the Seller’s continual failure to remedy the deficiency or delay.

24. STORAGE - If Buyer does not take delivery of products within 7 days of notification that they are ready for delivery Seller shall be entitled on behalf of Buyer to put the products into storage at Buyer’s expense. Seller shall be deemed to have delivered such products to Buyer on storage and shall be entitled to payment on presentation of the warehouse receipt in place of any bill of lading or similar document otherwise required under the contract. Risk shall pass to Buyer on storage, but title shall only pass in accordance with the title provision set out above.

25. VARIATIONS - Unless otherwise provided in the contract, no variation to the contract may be made unless jointly agreed in writing by Seller and Buyer.  If any variation increases or reduces the cost or time to Seller of performing the contract then the contract price and/or programme shall be adjusted accordingly.  Seller shall not be obliged to accept any variation if the net effect, including any variations already made, is to increase or reduce the contract price by more than 15%.  Variations shall, if not the subject of a quotation from Seller which has been accepted by Buyer prior to the variation being ordered, be priced by reference to the contract price or, where this is not relevant, by cost plus 25%.  The time for performance of the contract shall automatically be adjusted in accordance with any variation.

26. GENERAL – Any notice required or permitted to be given by either party to the other hereunder shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices may be sent by registered mail, facsimile transmission or electronic mail and shall be deemed delivered when received by the other party.  
The headings herein have been used for ease of reference only and shall not affect the meaning or interpretation of this contract in any manner whatever.
Buyer shall not be entitled to cede, transfer and/or assign any of its rights or delegate any of its obligations under this contract, without the prior written consent of Seller.

27. COMPLIANCE – (1) No Improper Means of Obtaining Business. The Seller and the Buyer intend that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion or kickbacks, or other unlawful or improper means of obtaining business. (2) No Bribes. The Buyer 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 or official of any governmental authority, government owned or controlled entity, public international organization or political party; any candidate for political office; or any employees of any of the Buyer’s or the Seller’s customers) for the purpose of improperly influencing their acts or decisions in violation of any antibribery or anti-corruption laws, including the United States International Corrupt Practices Act, laws under the OECD Anti-Bribery Convention and local anti-corruption laws (collectively, “Anti-Corruption Laws”). The Buyer will take appropriate actions to ensure that any person representing or acting under its instruction or control (“Buyer’s Agents”) will also comply with this Section. (3) No Kickbacks. No part of the payment of any amounts payable under this Agreement will be distributed to the Seller, its affiliates or customers, or any of its employees or their family members. (4) No Conflicts. Except as disclosed in writing to the Seller (in a questionnaire response or otherwise), the Buyer represents that it does not have any reason to believe that there are any potential conflicts of interest regarding its relationship with the Seller, such as family members who could potentially benefit from the commercial relationship established by this Agreement; and neither the Buyer, nor any of the Buyer’s Agents, have any family members who are government officials or political party candidates in a position to influence the Buyer’s commercial relationship with the Seller. (5) Accurate Books and Records. The Buyer will maintain complete and accurate books and records in accordance with generally accepted accounting principles in the Buyer’s jurisdiction, consistently applied, properly and accurately recording all payments made by the Buyer or Buyer’s Agents in performance of this Agreement or related to it, and any commission, compensation, reimbursement, or other payment made by or on behalf of the Seller to the Buyer or Buyer’s Agents. The Buyer will maintain a system of internal accounting controls reasonably designed to ensure that it maintains no off-the-book accounts and that its assets are used only in accordance with its management directives. (6) Notification. The Buyer will notify the Seller promptly if (a) the Buyer or any of the Buyer’s Agents 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 if any of the Buyer’s Agents or their family members become a government official or political party candidate in a position to influence the Buyer’s commercial relationship with the Seller. The Buyer will send all such notices to [email protected] or to such other location as the Seller may designate in writing. (7) Compliance Certification. The Buyer will, when and as may be requested by the Seller from time to time, provide to the Seller a written certification in form and substance satisfactory to the Seller that the Buyer is in compliance with this Section. (8) No Payments for Improper Activities. The Seller will not be required under any circumstances to take any action or make any payments that the Seller believes, in good faith, would cause it or its affiliated companies to be in violation of any Anti-Corruption Laws. If the Seller at any time believes, in good faith, that a breach of any of the representations and warranties in this Section has occurred or may occur, the Seller may withhold any commission, compensation, reimbursement, or other payment until such time as the Seller has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. The Seller shall not be liable to the Buyer for any claim, losses, or damages whatsoever related to the Seller’s decision to withhold any commission, compensation, reimbursement, or other payment under this provision. (9) Audit Rights. If the Seller at any time believes, in good faith, that the Buyer has breached the warranties, representations or agreements in this Section, then the Seller will have the right to audit the Buyer‘s books and records related to this Agreement in order to verify the Buyer’s compliance with the provisions of this Section. The audit will be performed by individuals selected by the Seller. However, upon request by the Buyer, the Seller will select in its sole discretion an independent third party to conduct an audit in order to certify to the Seller that no breach has occurred or will occur. The Buyer will fully cooperate in any audit conducted by or on behalf of the Seller. (10) Termination Rights. Any breach of the warranties, representations or agreements in this Section will constitute grounds for immediate termination of this Agreement for cause by the Seller and no commission, compensation, reimbursement or other payment will be due to the Buyer. The Buyer will indemnify and hold the Seller harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from the Buyer’s breach of the representations, warranties and agreements contained in this Section. (11) Data Privacy Consent. The Buyer consents to the collection, processing and international transfer of data and information related to the business relationship between it and the Seller, including the transfer of personally identifiable data (for example names, email addresses, telephone numbers) to and between the Seller and its affiliates wherever they may be located, for the purposes of allowing the Seller and its affiliates to evaluate the Buyer’s experience and qualifications and implement any business. The Buyer has the right to: (a) request access to this data; (b) rectify or cancel any inaccurate or expired data; and (c) object to any processing that does not conform to these purposes. The Buyer may exercise its rights by writing to the Seller at [email protected] or to such other location as the Seller may designate

©nVent, Rev. March 21, 2022 Thermal EMEA Terms (FR026781_06XASN)