STANDARD TERMS AND CONDITIONS OF SALE

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. Price

i. Prices are quoted in Chinese RMB for domestic business and agreed currency for oversea business. The prices to be paid by Customer (including Distributor, similarly hereinafter) for Products purchased pursuant to the Agreement shall be at the time of nVent (Qingdao)’s acceptance of (signing or confirming) the relevant Order submitted by Customer. nVent (Qingdao) may change its prices for the Products by providing Distributor with at least thirty (30) days prior written notice, the notice shall come into effect at the time of arriving at Customer. Thus new Orders will be concluded by the two parties according to changed price. Changed prices for all Products shall not apply to the open Orders and Orders accepted prior to the effective date of the price changes except that Order’s two parties confirm new price in writing through consultation or make supplementary agreement.

ii. Order acceptable by nVent (Qingdao) requires minimum order quantity. The price of such acceptable order may not less than￥1000 or equivalent value.

iii. Customer should order by MOQ for specific parts with MOQ requirement. Otherwise, nVent (Qingdao) has the right to refuse.

2. Payment

i. Prepay Customer should pay 30% in advanced on Order placed and then the Order comes into effect. The balance should be 100% paid before shipment. Only Credit Customer confirmed by nVent (Qingdao) in writing may pay upon its payment term within agreed period by specified Order.

ii. Payment delay might cause shipment delay. nVent has no responsibilities on such delay.

iii. nVent will accrue interests at a monthly rate of 2% upon Order amount for delay payment till the actual payment.

iv. Should the payment of the Customer delay in excess of 180 days, nVent (Qingdao) has the right to terminate the contract and cancel the Order. In addition to the above monthly interest rate of 2%, penalty quoted at 30% of Order amount will be borne by Customer and Customer shall pay the damages for nVent (Qingdao)’s other loss. nVent (Qingdao) has the right to dispose the goods under Order at its own discretion.

3. Delivery

i. Observance of delivery dates in particular assumes that our Customer produces in proper time all documentation, necessary consents, approvals and plans to be supplied by him and observes the agreed terms of payment and other obligations. The time limits shall be appropriately extended if these pre-requisites are not fulfilled.

ii. Any claim to damages by our Customer shall be limited in amount as follows: to the extent that we shall be in delay with the delivery: 0.5% for each complete week of the delay but at maximum a total of 5% of the agreed purchase price for that part of the delivery which could not be usefully used on account of the delay. nVent (Qingdao)’s penalty of delivery delay has a maximum limited which is 5% of Order value.

iii. Unless Customer earlier notifies Order shipment postpone, nVent (Qingdao) will ship the Orders based on formally acknowledgement date without pre-notification for shipments. Customer should take any cost caused by if Customer didn't notify before acknowledgement date.

iv. Customer must take delivery of all goods ordered by it within 180 days after the agreed upon shipment date described in the acknowledged Order which has been accepted and confirmed by nVent (Qingdao); Storage charges in the amount of 1% of the price of the delivery item per week but at maximum of 5% in total may be charged to the Customer from the day after 180 days postponed by Customer. After 270 days postponed by Customer, nVent (Qingdao) has the right to terminate the contract and cancel the Order. In addition to the penalty equivalent to the Order amount and storage charges, Customer shall pay the damages to nVent (Qingdao)’s other loss. nVent (Qingdao) has the right to dispose the goods under Order at its own discretion.

4. Acceptance and Change of Orders.

i. Customer shall submit purchase Orders (“Order”) for the Products to nVent (Qingdao) in writing and containing, at a minimum: identification of the Products Ordered; quantities; unit price; requested delivery dates; and address of arrival with shipping instructions.

ii. Acceptance of Orders - No Order shall be valid or accepted by nVent (Qingdao) without first checked and confirmed by nVent in writing (including electronic data). No oral promise or agreement concluded between nVent (Qingdao)’s staff and Customer will be binding on nVent (Qingdao) except written confirmation by nVent (Qingdao). No accepted Order shall be modified or cancelled, except upon written agreement of nVent (Qingdao). Mutually agreed changed Orders shall be subject to all provisions of the Agreement. All clerical errors are subject to correction in writing.

iii. Change Orders for Non-Standard Products – In the event nVent (Qingdao) approves a proposed change Order from Customer regarding custom, modified, assembled-to-order, or configured Products (“Non-Stocked Products”), a change Order processing charge may be assessed by nVent (Qingdao) (which may include the cost of applicable components that are part of that change Order) and be undertaken by Customer. Order may only be modified upon two parties’ written modification agreement.

iv. Shall Order be cancelled upon Customer’s reason, Customer shall take direct and indirect loss caused by cancellation, including but not limited to material loss, labor loss, losses in acquirable interests etc.

5. Force Majeure. nVent (Qingdao) shall not be liable to Customer or any other person due to delays in the delivery of Orders including delays caused by fire, strikes, riots, blockades, natural occurrences, priorities, restrictions and federal, state or municipal governmental decrees, transportation delays, accidents, road or ports blockades or closings, suppliers' delays in providing raw materials and parts, inability in obtaining labor or any other causes outside of nVent’s control. In such cases, the shipping date shall be extended for a term equal to the length of the cause of the delay.

6. Warranty

i. nVent（Qingdao）will provide free warranty to defects caused by manufacturing technique or selected material of its products under normal use condition. Unless otherwise provided, the period of free warranty for storage distributors is 18 months and 12 months for other distributors and Customer. Extra expenses of extension of warranty beyond standard warranty may be charged in accordance with special condition. Manufacture factory shall provide warranty for attachment, option item or corollary equipment which is marked other manufacturer’s nameplate and provided together with our products. Warranty period for attachment, option item or corollary equipment which are marked nVent（Qingdao）’s nameplate is 1 year.

ii. The period of warranty will start from the manufacturer date. Easily damaged parts expressly defined by nVent（Qingdao）are not included in warranty scope. Suggested change period to easily damaged parts will be provided in according with specific use technical condition.

iii. The following will be excluded from warranty scope of nVent（Qingdao）: defects caused by misuse, abuse or misapplication in operating equipment which are not conform to operation specification requirements; damages caused by repair without authorization; defects or damages caused by secondary processing or transportation. With the exception of being liable for warranty for products of itself, nVent（Qingdao）shall not liable for any direct or accessory losses or expenses caused by equipment operation, use, connection and product applicability.

iv. Under special applicable condition, such as corrosive condition, nVent（Qingdao）will recommend relative components material to Customer based on previous experience, accessible professional information and technical information provided by Customers. Customers will determine selection of materials. nVent（Qingdao）shall not be liable for warranty for damaged components and products caused by corrosion on account of Customer’s selection of material components.

v. Within period of warranty, nVent（Qingdao）will provide free repair or replace to product or component which belong to warranty scope after inspection. Repair or replace will be preceded by on-site service or return for repair which will depend on specific situation. The right of final interpretation to provisions relating to period of warranty belongs to nVent.

7. Acceptance of Products. Upon receipt of Product, Customer must inspect the accuracy of quantity and specification on the day of acceptance and report to nVent (Qingdao) any damaged or missing products caused by transportation no later than three (3) working days after receiving such Product. If proper notice is not given within three (3) working days of receipt of the Product, nVent (Qingdao) will not be liable for the damaged or missing Product caused by transportation. In the event missing or damaged Product is not reported within three (3) working days, nVent (Qingdao) will not ship any replacement Product to Customer unless Customer places an additional Order covering such Products and pays for both Orders and any associated freight, duties, fees, taxes and other charges.

8. Returned Goods

i. Returned Goods – Customer may request authorization in writing or electronic data to return Products by providing nVent (Qingdao) with correct part numbers for Products requested for return, the Order under which the Products were purchased and the invoice for such Products. Upon nVent’s confirmation of the information provided in the return request, it will issue to the Customer return materials authorization (“RMA”) with shipping.

Customer shall be responsible for all costs and expenses of returning the Products, including but not limited duties, taxes, and transportation fees. Returns not authorized by nVent (Qingdao) will be refused. Only unused Products in original cartons of current design sold by nVent (Qingdao) will be considered for return. Non-Stocked Product, including Products built to a Customer's specifications, cannot be returned for credit.

If Products are in salable condition, a twenty percent (20%) restocking charge with a ￥200 minimum will be deducted from nVent (Qingdao)'s credit memorandum on the returned Product. Transportation charges and any applicable taxes on the returned Products must be prepaid (or deducted from the credit memorandum if sent "collect" on a nVent (Qingdao) preferred carrier). Any cost incurred in placing the Products into suitable condition will be charged to the Customer by a corresponding deduction from the allowed credit. Products returned for credit must be carefully packed so as to reach nVent (Qingdao) without damage.

ii. Stocked Products Return – Pursuant to Section "Returned goods" hereof, nVent (Qingdao) may accept the return of slow-moving stocked Product from Stock Distributor (Or equivalent distributor type defined by nVent (Qingdao)) up to a maximum of ten percent (10%) of the total annual amount of stock Product purchased by Distributor. Distributor may return such Product either in one yearly return or two semi-annual returns, provided it is stocked Product purchased by Distributor within the last twelve months. nVent (Qingdao) will extend a Credit Memorandum for Product returned that can only be used to purchase new Product from nVent (Qingdao). These credits for returned Product cannot be used to pay any other balances owed to nVent (Qingdao).

iii. Products return for repair caused by quality issue– Customer can apply for products return for repair if nVent (Qingdao) accepts the quality issues owe by nVent (Qingdao), and nVent (Qingdao) has the right to decide whether agree the application of return for repair or use other solution. nVent (Qingdao) will provide RMA number to Customer as authorization of return for repair, returns without RMA number will be refused.

9. Product Intellectual Property Right

i. During the term of this Agreement and until such time that Confidential Information becomes generally available to the public other than by breach of this Agreement, neither Party will disclose to any person any Confidential Information of the other Party, except as permitted in this Section. No Party may use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.

ii. Industrial and intellectual property rights of delivery goods belong to nVent (Qingdao) or other entitled third party and will not be transferred to Customer thereby.

10.  Limitation of Liability. The maximum liability of nVent (Qingdao) under this agreement will be 100% of Order amount. Whatever the way this agreement agreed, nVent (Qingdao) shall not be responsible for Customer’s following losses: utility or production loss, income, profit or expected profit loss, specific, accidental, indirect or ensued loss or damage of any nature no matter when it was generated and no matter how it was generated by contract liability, tort (including fault), strict liability or other reasons. This item shall not be applicable to any loss caused by intentional misconduct or gross negligence.

11. Passing of Risk and Acceptance. Unless otherwise provided in the supplemental agreement or Order Terms, all Product deliveries (including deliveries after repair or replacement) will be made Free Carrier (FCA) nVent (Qingdao)’s warehouse, risk passes to the Customer on delivery items loaded on the truck and handed over to the first freight carrier.

12. Place of jurisdiction and applicable law

i. Follow the terms in distributor agreement if there're any term conflicts between this Order contract and distributor agreement.

ii. Any dispute should be settled through friendly consultation between the parties; if there's no settlement, parties concerned can submit the lawsuit to the court of the registered domicile of nVent (Qingdao).

iii. More issues shall follow Laws of the People's Republic of China.

13. Products Specifications

i. Products and components nVent (Qingdao) provided should comply with the specification documents written agreed by the parties, including but not limited to functions, performances, quality and technical requirements. The Customer agrees to use nVent (Qingdao) products specification if Customer has no special requirements.

ii. nVent (Qingdao) has no responsibilities to take the direct and indirect loss if it is caused by wrong specification requirements provided by Customer. The products technical agreement signed between the Customer and any third party shall not be binding upon nVent (Qingdao).

14. Contract Validity. Effectiveness date of the Order contract is the date when both parties’ authorizers signed and stamped by official seal or contract seal.

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, Schroff APAC Terms