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PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 18
<br />5.2.USDD will invoice Customer,and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions.If a
<br />dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15)days,USDD may,in its sole discretion,withhold
<br />performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The
<br />terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions.Any Surcharges,as well as the
<br />timing,effectiveness,and method of determination thereof,will be separate from and in addition to any changes to pricing that are affected by any other
<br />provisions in these Terms and Conditions.
<br />CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the
<br />Customer only upon agreement to pay USDD for all work in progress, all inventoried or ordered project parts and materials, and all other costs
<br />incurred by USDD related to the Order.
<br />TAXES. USDD’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties
<br />(including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade
<br />Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state,
<br />municipal or other governmental authority, which tax USDD is required to collect or pay with respect to the production, sale, or delivery of products sold
<br />to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes USDD with a valid
<br />exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer
<br />agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD.
<br />SHIPPING/DELIVERY/RISK OF LOSS.
<br />8.1.Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. USDD and its affiliated
<br />entities are not liable, either directly or indirectly, for delays of carriers or delays in connection with any Force Majeure Event (as defined in Section 17
<br />below), and the estimated delivery date shall be extended accordingly.
<br />8.2.Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date
<br />or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen (18) months from the date of the entry of the
<br />Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6) months from the date of the entry of the Order, USDD
<br />may, in its sole determination and at each six (6) month anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the
<br />then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order.
<br />8.3.Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay USDD a storage fee
<br />(the “Storage Fee”), as set forth in the quote, for each month after six (6) months from the date of the entry of the Order Customer has not taken delivery
<br />of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage
<br />fees are owed.
<br />8.4.Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding software and services) are (i) EX
<br />Works (EXW Incoterms 2020) USDD’s point of shipment (“USDD Dock”) for all shipments (except that USDD is responsible for obtaining any export
<br />license), and (ii) F.O.B. USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country, the
<br />import/export provisions of the INCOTERMS do not apply. USDD shall be responsible for obtaining insurance on each shipment to Customer for the
<br />full value of the shipment. Shipment shall be to a single point of delivery.
<br />LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND USDD’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY
<br />PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY
<br />OTHER LIABILITY OR OBLIGATION OF USDD, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS,
<br />OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR
<br />IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT
<br />USDD’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD
<br />UNLESS SET FORTH IN WRITING AND SIGNED BY A USDD AUTHORIZED REPRESENTATIVE.
<br />9.1.Product Warranty Terms. Subject to the terms, conditions and limitations contained herein, and unless USDD has otherwise provided an alternative
<br />written warranty (in which case the terms of such warranty will control), USDD warrants and guarantees its products will be free from defects in
<br />workmanship and materials (collectively, “Defects”) for 12 months from the date of shipment to Customer (“Warranty Period”). This limited
<br />warranty does not cover defects caused by normal wear and tear or maintenance.
<br />DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1
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