4-Attachment 4 - Evoqua Products and Services Proposal.pdf

Page 1 09/23/25

Evoqua Products and Services Proposal Prepared For:

BEAUFORT-JASPER WATER & SEWER

6 SNAKE RD

OKATIE, SC 29909-3937

Quote #: 08140099

Quote Number: 08140099

Account ID: 0001029972

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Proposal For: BEAUFORT-JASPER WATER & SEWER

6 SNAKE RD

OKATIE, SC 29909-3937

Tamy Hritz Evoqua Water Technologies N19W23993 Ridgeview Pkwy, Suite 200 Waukesha, WI 53188 +12625218371 Tamy.Hritz@xylem.com

Item Pricing Summary Items

Item Part No

Description

Qty Net Price Ext Price

1 1 EA $8,000.00 $8,000.00 W3T6313

Service Tech, Startup Service - (1) One Drive Two (2) Days on site.

Date TBD – (Upon booking)

Currency: USD

Quote Totals

Item(s) Subtotal: $ 8,000.00

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Material Escalation

Due to volatility in steel costs, prices quoted in this proposal will be adjusted to reflect changes in the Metal and Metal Products Index (MMPI) published by the U.S. Department of Labor, Bureau of Labor Statistics. The most recent published MMPI is 310.045 for June 2024. If the MMPI exceeds 319.346 at the time the Equipment is released for manufacture, then the price will be increased by the same percentage as the MMPI exceeds 319.346.

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Payment Terms and Delivery

PO Terms

Purchaser acknowledges that Seller is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the goods and/or services provided under the Contract, including any export license requirements. Purchaser agrees that such goods and/or services shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Seller of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. PURCHASER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND

FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.

Shipping Information

Terms

• This quote is valid until 10/17/25

• Payment terms are N30 - Net 30 days with proper credit, and are subject to the attached Evoqua Water Technologies Terms and Conditions

Taxes, Tariffs and Duties

• The pricing provided in this proposal does not include applicable Sales Tax or GST.

• If your company is exempt from Sales Tax or GST, or eligible for a reduced rate of tax, a tax exemption certificate must be provided no later than with your purchase order.

• If a timely, valid exemption certificate or other documentation is not provided, any applicable Sales Tax or GST will be invoiced and payable.

• New customers may be required to supply a signed credit application to be approved for credit terms.

• NOTE: You may be assessed a 3% fee if paying via Credit Card. Find more info on our website here > https://www.evoqua.com/en/about-us/terms-conditions-sale-products-services/credit-card-fee-faqs/. Ask us how to avoid paying fees by migrating to ACH CTX payment type.

• Unless Seller’s Documentation specifically provides otherwise, all taxes, levies, duties, tariffs and other governmental charges, and any incremental increases thereto, shall be paid by the Buyer. Seller reserves the right to adjust pricing and schedule of the affected goods to reflect any impact resulting from tariffs. Seller is not obligated to deliver the goods and/or services until an agreement on the new price and/or schedule has been reached.

Purchase Order

• Customer must provide a VALID hard copy Purchase Order reflecting N30 - Net 30 days terms for all services/equipment.

If a VALID hard copy Purchase Order cannot be provided, a credit card payment must be received in advance of the order.

• VALID hard copy Purchase Order should be sent to Tamy.Hritz@xylem.com

• If paying by credit card in lieu of Purchase Order, contact your Sales Representative.

You may also mail to:

Evoqua Water Technologies N19W23993 Ridgeview Pkwy, Suite 200 Waukesha, WI 53188

Payment SHOULD NOT be sent to this above address.

https://www.evoqua.com/en/about-us/terms-conditions-sale-products-services/credit-card-fee-faqs/

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Evoqua Water Technologies Banking Details

ACH - CTX Evoqua’s preferred payment method is via ACH - CTX:

JP Morgan Chase Bank Attn: Evoqua Water Technologies, LLC Account #: 603148011 Swift Code: CHASUS33 ACH Routing / ABA: 044000037 Wire Routing / ABA: 021000021 Remittance details should go to: electronicfunds@evoqua.com

PAPER CHECKS VIA POSTAL SERVICE Paper checks via Postal Service:

Send to our Lockbox, address is:

Evoqua Water Technologies LLC 28563 Network Place Chicago, IL 60673-1285

PAPER CHECKS VIA OVERNIGHT / COURIER

Paper checks via Overnight / Courier:

JP Morgan Chase Bank Attn: Evoqua Water Technologies Lockbox 28563 131 S Dearborn, 6th Floor Chicago, IL 60603 Remittance details should go to: electronicfunds@evoqua.com

** If ever instructed to change banking information, contact us immediately at 1-800-466-7873 **

XYLEM AMERICAS - TERMS AND CONDITIONS OF SALE

V.9 Effective 1 January 2025

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1. Agreement, Integration and Conflict of

Terms. “Proposal” means the Seller’s quotation, proposal and/or sales form, including any special conditions expressly incorporated by reference, and these terms and conditions. “Seller” means the applicable affiliate of Xylem Inc. that is party to the Agreement. “Buyer” means the entity that is party to the Agreement with Seller.

“Agreement” means the definitive agreement, comprised of the Proposal and any other documents expressly included or incorporated by reference will govern the

Buyer and Seller relationship. Seller’s

Proposal is expressly conditioned on Buyer’s acceptance of these terms and conditions.

Any additional or different terms and conditions contained in Buyer’s purchase order or other communication will have no effect on the Agreement unless specifically agreed to in writing by the parties; and

Seller hereby objects, and any such proposed modifications will not constitute

Seller’s acceptance of any such modifications. Seller’s commencement of performance or delivery will not be deemed or construed as acceptance of Buyer’s additional or different terms and conditions.

In the case of any conflict among the foregoing documents, these terms will take precedence with the exception of (i) price and delivery, which will be governed by the order acknowledgment (if any) and invoice;

and (ii) the Warranty, which will be governed by Seller’s product documentation. This Agreement supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties and, further, can only be altered, modified or amended with the express written consent of Seller.

2. Proposal, Withdrawal, Expiration.

Unless otherwise stated in writing, Proposals are valid for thirty (30) calendar days from the date of issuance, unless otherwise provided therein. Seller reserves the right to cancel or withdraw the Proposal at any time with or without notice or cause prior to acceptance by Buyer to the Proposal terms, or after Buyer’ acceptance if Buyer fails to complete any actions required by the

Proposal for Seller to proceed. Seller nevertheless reserves its right to accept any contractual documents received from Buyer after this 30-day period.

3. Prices. Prices apply to the specific quantities stated in the Proposal. Prices include handling fees and standard packing according to Seller's specifications for delivery. Buyer will, as an additional charge, pay all costs and taxes for special packing requested by Buyer, including packing for exports. To the extent allowed under law, prices are subject to change without notice.

The price for the goods does not include any applicable sales, use, excise, Goods and

Services Tax, Value Added Tax, or similar tax, duties, tariffs, or other governmental charges. Buyer will have the responsibility for the payment of all such applicable levies.

4. Payment Terms. Seller reserves the right to require payment in advance or C.O.D. and otherwise modify credit terms should

Buyer’s credit standing not meet Seller’s acceptance. Unless different payment terms are expressly set forth in the applicable

Proposal or order acknowledgment or Sales

Policy Manual, goods will be invoiced upon shipment. Buyer’s payment must be in

Seller’s local currency, as determined by

Seller’s office location to which the order has been submitted. Any payment amount made by Buyer via credit card will be subject to a 3.0% charge. Payment in full is due within thirty (30) days from the invoice date

(“Payment Due Date”), unless otherwise stated in Seller’s documentation. Any Buyer-requested delivery delay solely affects delivery date and will not in any way alter the original Payment Due Date. If Buyer fails to make payment when due, Buyer agrees that Seller may apply a service or finance charge of the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent

(18%) per annum), or (ii) the highest rate permitted by applicable law, on the unpaid balance of the invoice from and after the invoice due date. Buyer is responsible for all costs and expenses associated with any checks returned due to insufficient funds. All credit sales are subject to prior approval of

Seller's credit department. Export shipments will require payment prior to shipment or an appropriate Letter of Credit. If, during the performance of the Agreement, the financial responsibility or condition of Buyer is such that Seller in good faith deems Buyer insecure, Seller may: (a) request financial assurances; (b) suspend performance and will not be obligated to continue performance under the Agreement; (c) stop goods in transit and defer or decline to make delivery of goods, except upon receipt of satisfactory security or cash payments in advance; and/or (d) terminate the order per

Article 11. Seller also retains any/all rights to enforce payment defaults to the full price of the work completed and in process. Upon default by Buyer in payment when due, if

Buyer fails to immediately and without demand pay to Seller the entire amount in default for any and all shipments made to

Buyer, irrespective of the applicable terms and/or contract under which those shipments were as a debt due to Seller, Seller may withhold all subsequent shipments until the full amount in default is settled. Acceptance by Seller of less than full payment will not be a waiver of any of its rights hereunder. Buyer may not assign or transfer this Agreement or any interest in it, or monies payable under it, without the prior written consent of Seller and any assignment made without this consent will be null and void.

5. Title, Delivery, Risk of Loss, Delay.

Delivery dates are estimates, and time is not of the essence. Unless otherwise specified by Seller, delivery and transfer of risk of loss for shipments to Buyers that are not Related

Party Buyers will be made Ex Works

(Incoterms 2020), Seller’s plant or

Distribution Center. Title will pass when risk of loss transfers. If Seller is required to warehouse or store goods on behalf of

Buyer, due to a Buyer delay or request (see

Article 23), warehouse and storage fees will be applied and payable upon invoice, as will any required maintenance throughout the delay. Risk of loss for all stored goods will be borne by Buyer from the start of this period. Seller has no obligation to the Buyer to arrange insurance while Buyer’s goods are in storage at named place, with all such responsibility and insurance to be borne by

Buyer accordingly. Seller will not be responsible to Buyer for any loss, whether direct, indirect, incidental or consequential in nature, or for any loss of profits or revenue, or liquidated damages, arising out of or relating to any failure of the goods to be delivered by the specified delivery date.

In the absence of specific instructions, Seller will select the carrier. Buyer will reimburse

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Seller for the additional cost of its performance resulting from inaccurate or lack of delivery instructions, or by any act or omission on Buyer’s part. Any such additional cost may include storage, insurance, protection, re-inspection and delivery expenses. Buyer further agrees that any payment due on delivery will be made on delivery into storage as though goods had been delivered in accordance with the order.

“Related Party Buyers” means Buyers, directly or indirectly, owned more than fifty percent (50%) by Xylem Inc. or under significant or joint control by Xylem Inc. For export shipments from the U.S.A. to Related

Party Buyers, delivery and transfer of risk of loss for the goods will be DAP (Incoterms

2020), port of destination unless otherwise specified. Related Party Buyer will be importer of record for any customs clearance. For shipments to Related Party

Buyers that are not export shipments from the U.S.A., delivery and transfer of risk of loss will be FCA (Incoterms 2020), Seller’s plant or Distribution Center unless otherwise specified. For all Related Party

Buyer transactions, title will pass to Buyer when risk of loss passes to Buyer.

Buyer grants to Seller a continuing security interest in and a lien upon the goods supplied by Seller under this Agreement and the proceeds thereof (including insurance proceeds), as security for the payment of all such amounts and the performance by

Buyer of all of its obligations to Seller under the Agreement and all such other sales, and

Buyer will have no right to sell, encumber or dispose of the goods. Buyer’s respective insurance policy for any such Seller claim will include a waiver of subrogation in favor of Seller. Buyer will execute any and all financing statements and other documents and instruments and do and perform any and all other acts and things which Seller may consider necessary, desirable, or appropriate to establish, perfect or protect

Seller's title, security interest and lien. In addition, Buyer authorizes Seller and its agents and employees to execute any and all such documents and instruments and do and perform any and all such acts and things, at Buyer's expense, in Buyer's name and on its behalf. Such documents and instruments may also be filed without the signature of Buyer to the extent permitted by law.

6. Warranty. Except as provided above, for goods sold by Seller to Buyer(s) that are used by Buyer for personal, family or household purposes, Seller warrants the goods to Buyer on the terms of Seller’s limited warranty available on Seller’s website. For any other purpose, Seller warrants that the goods sold to Buyer under the Agreement (with the exception of software, membranes, seals, gaskets, elastomer materials, coatings and other

"wear parts” or consumables all of which are not warranted except as otherwise provided in the Proposal) will be (i) built in accordance with the specifications referred to in the Proposal, if such specifications are expressly made a part of the Agreement, and (ii) free from defects in material and workmanship for a period of one (1) year from the date of installation or eighteen (18) months from the date of shipment (which date of shipment will not be greater than thirty (30) days after receipt of notice that the goods are ready to ship), whichever occurs first, unless a longer period is specified in the product documentation (the

“Warranty”). For services, the warranty period will be three (3) months from the date the services are performed unless otherwise expressly set forth in the Proposal or sales form or order acknowledgment.

Seller will, at its option, either repair or replace any goods which fails to conform with the Warranty; provided, however, that under either option, Seller will not be obligated to remove the defective goods or install the replaced or repaired goods and

Buyer will be responsible for all other costs, including service costs, shipping fees and expenses.

Buyer’s failure to comply with Seller’s repair or replacement advice will constitute a waiver of Buyer’s rights and render all warranties void. Any parts repaired or replaced by Seller under the Warranty are warranted only for the remaining balance of the warranty period. The Warranty is conditioned on Buyer giving written notice to Seller of any defects in material or workmanship of warranted goods within ten

(10) days, or shorter period as dictated by the issue, of the date when any defects are first manifest. Seller will have no warranty obligations to Buyer with respect to any goods or parts of the goods that: (a) have been repaired by third parties other than

Seller or without Seller’s written approval;

(b) have been subject to misuse, misapplication, neglect, alteration, accident, or physical damage; (c) have been used in a manner contrary to Seller’s instructions for installation, operation and maintenance; (d) have been damaged from ordinary wear and tear, corrosion, or chemical attack; (e) have been damaged due to abnormal conditions, vibration, failure to properly prime, or operation without flow; (f) have been damaged due to a defective power supply or improper electrical protection; (g) have been damaged resulting from the use of accessory equipment not sold by Seller or not approved by Seller in connection with goods supplied by Seller hereunder; or (h) not sold by Seller or its authorized supplier.

In any case of goods not manufactured by

Seller, there is no warranty from Seller;

however, Seller will extend to Buyer any warranty received from Seller’s supplier of such goods.

THE FOREGOING WARRANTY IS

EXCLUSIVE AND IN LIEU OF ANY AND

ALL OTHER EXPRESS OR IMPLIED

WARRANTIES, GUARANTEES,

CONDITIONS OR TERMS OF WHATEVER

NATURE RELATING TO THE GOODS

PROVIDED HEREUNDER, INCLUDING

WITHOUT LIMITATION ANY IMPLIED

WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR

PURPOSE, WHICH ARE HEREBY

EXPRESSLY DISCLAIMED AND EXCLUDED.

BUYER’S EXCLUSIVE REMEDY AND

SELLER’S AGGREGATE LIABILITY FOR

BREACH OF ANY OF THE FOREGOING

WARRANTIES ARE LIMITED TO

REPAIRING OR REPLACING THE GOODS

AND WILL IN ALL CASES BE LIMITED TO

THE AMOUNT PAID BY THE BUYER

HEREUNDER.

7. Inspection. Buyer will have the right to inspect the goods upon their receipt. When delivery is to Buyer’s site or to a project site, Buyer will notify Seller in writing of any apparent shipment shortages, damages, or

Page 8 09/23/25 nonconformity of the goods within three (3) days from receipt by Buyer, unless a shorter period is required in Seller’s Proposal. For all other deliveries, Buyer will notify Seller in writing of any nonconformity with this

Agreement within fourteen (14) days from receipt by Buyer. Failure to give such applicable notice will constitute a waiver of

Buyer's right to inspect and/or reject the goods for nonconformity and will be equivalent to an irrevocable acceptance of the goods by Buyer. Claims for loss of or damage to goods in transit must be made to the carrier, and not to Seller unless different terms are expressly set forth in

Seller’s Proposal

8. SELLER’S LIMITATION OF LIABILITY.

EXCEPT AS OTHERWISE PROVIDED BY

LAW, IN NO EVENT WILL SELLER’S

LIABILITY EXCEED THE AMOUNT PAID BY

BUYER UNDER THIS AGREEMENT. SELLER

WILL HAVE NO LIABILITY FOR LOSS OF

PROFIT, LOSS OF ANTICIPATED SAVINGS

OR REVENUE, LOSS OF INCOME, LOSS OF

BUSINESS, LOSS OF PRODUCTION, LOSS

OF OPPORTUNITY, LOSS OF

REPUTATION, LIQUIDATED, INDIRECT,

CONSEQUENTIAL, INCIDENTAL,

PUNITIVE, TREBLE, OR EXEMPLARY

DAMAGES. THE FOREGOING

LIMITATIONS OF LIABILITY WILL BE

EFFECTIVE WITHOUT REGARD TO

SELLER’S ACTS OR OMISSIONS OR

NEGLIGENCE OR STRICT LIABILITY IN

PERFORMANCE OR NON-PERFORMANCE

HEREUNDER.

To the extent the Agreement provides a specified remedy for a default or breach, the given remedy will be Seller’s sole liability and Buyer’s sole and exclusive remedy for the default or breach to the exclusion of any and all other remedies that may be available at law, in equity, or otherwise. The terms of this Article 8 survive expiry or termination of the Agreement and prevail over all other provisions contained in the Agreement.

9. USED GOODS. USED GOODS ARE SOLD

IN AN AS IS, WHERE IS CONDITION.

SELLER MAKES NO REPRESENTATIONS

OR WARRANTIES OF ANY KIND, EXPRESS

OR IMPLIED, AS TO THE NATURE,

QUALITY OR CONDITION OF THE GOODS,

OR ITS SUITABILITY FOR ANY USE,

INCLUDING WITHOUT LIMITATION ANY

WARRANTY OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE,

UNLESS EXPRESSLY AGREED UPON IN

WRITING BETWEEN THE PARTIES. SELLER

WILL HAVE NO LIABILITY TO BUYER

HEREUNDER OR IN CONNECTION WITH

THE GOODS, INCLUDING WITHOUT

LIMITATION, FOR LOSS OF PROFIT, LOSS

OF INCOME, LOSS OF PRODUCTION,

LOSS OF OPPORTUNITY, INDIRECT,

CONSEQUENTIAL, INCIDENTAL,

PUNITIVE OR EXEMPLARY DAMAGES.

10. Force Majeure. Seller may cancel, terminate, or suspend this Agreement and

Seller will have no liability for any failure to deliver or perform, or for any delay in delivering or performing any obligations, due to acts or omissions of Buyer and/or its contractors, or due to Force Majeure. “Force

Majeure” means any event or circumstance beyond Seller’s reasonable control, including but not limited to: (A) acts of God, such as natural disasters, drought, fire, flood, earthquake, tsunami; (B) war

(declared or undeclared), riots, insurrection, rebellion, acts of the public enemy, acts of terrorism, sabotage, blockades, governmental authorities acts or inactions, embargoes; (C) disease, pandemics, epidemics; (D) currency restrictions; and (E) labor shortages or disputes, unavailability of components, materials, or parts, fuel, power, energy or transportation facilities; failures of suppliers or subcontractors to effect deliveries. In all such cases, the time for performance will be extended in an amount equal to the period necessary for

Seller to recover from the event, provided that Seller will, as soon as reasonably practicable after it has actual knowledge of the beginning of any excusable delay, notify

Buyer of the delay and of the anticipated duration and consequence thereof; and, to the extent the Force Majeure impacts the pricing specified in the Proposal or

Agreement, as the case may be, Seller will notify Buyer of the revised pricing and its basis. Should Buyer reject any such Force

Majeure-related pricing increase, the parties will resolve in accordance with the

Agreement’s dispute resolution process.

Seller will resume performance of its obligations hereunder with the least possible delay.

11. Cancellation; Termination. Except as otherwise provided in this Agreement, no order may be cancelled on special or made-to-order goods or unless otherwise requested in writing by either party and accepted in writing by the other. If a cancellation is requested by Buyer, Buyer will, within thirty (30) days of such cancellation, pay Seller a cancellation fee, which will include all costs and expenses incurred by Seller prior to the receipt of the request for cancellation including, but not limited to, all commitments to its suppliers, subcontractors and others, all fully burdened labor and overhead expended by

Seller, plus a reasonable profit charge.

Return of goods will be in accordance with

Seller’s most current Return Materials

Authorization and subject to a minimum fifteen percent (15%) restocking fee, unless otherwise specified.

Notwithstanding anything to the contrary in the Agreement, if the commencement by or against Buyer of any voluntary or involuntary proceedings in bankruptcy or insolvency, or if Buyer will be adjudged bankrupt, make a general assignment for the benefit of its creditors, or if a receiver will be appointed on account of Buyer’s insolvency, Seller may, upon providing

Buyer notice that has immediate effect upon issuance, terminate the Agreement. If Buyer fails to make any payment when due under this Agreement, or if Buyer does not correct or, if immediate correction is not possible, commence and diligently continue action to correct any default of Buyer to comply with any of the provisions or requirements of this

Agreement within ten (10) calendar days after being notified in writing of such default by Seller, Seller may, by written notice to Buyer, without prejudice to any other rights or remedies which Seller may have, terminate its further performance of this Agreement. If any termination under this Article 11, Seller will be entitled to receive payment as if Buyer has cancelled the Agreement as per the preceding paragraph immediately and without notice as a debt due. Seller may nevertheless elect to complete its performance of this

Agreement by any means it chooses. Buyer agrees to be responsible for any additional costs incurred by Seller in so doing. Upon

Page 9 09/23/25 termination of this Agreement, the rights, obligations and liabilities of the parties which will have arisen or been incurred under this Agreement prior to its termination will survive such termination.

12. Drawings. All drawings are the property of Seller. Seller does not supply detailed or shop working drawings of the goods;

however, Seller will supply necessary installation drawings. The drawings and bulletin illustrations submitted with Seller's

Proposal show general type, arrangement and approximate dimensions of the goods to be furnished for Buyer’s information only and Seller makes no representation or warranty regarding their accuracy. Unless expressly stated to the contrary within the

Proposal, all drawings, illustrations, specifications or diagrams form no part of this Agreement. Seller reserves the right to alter such details in design or arrangement of its goods which, in its judgment, constitute an improvement in construction, application or operation. After Buyer’s acceptance of this Agreement, any changes in the type of goods, the arrangement of the goods, or application of the goods requested by Buyer will be made at Buyer's expense.

13. Confidential Information. Seller’s designs, illustrations, drawings, specifications, technical data, catalogues, “know-how”, economic or other business or manufacturing information (collectively, “Confidential Information”) disclosed to

Buyer will be deemed proprietary and confidential to Seller. Buyer agrees not to disclose, use, or reproduce any Confidential

Information without first having obtained

Seller’s written consent. Buyer’s agreement to refrain from disclosing, using or reproducing Confidential Information will survive completion of the work under this

Agreement. Buyer acknowledges that its improper disclosure of Confidential

Information to any third party will result in

Seller’s suffering irreparable harm. Seller may also seek injunctive or equitable relief to prevent Buyer’s unauthorized disclosure.

14. Installation and Start-up. Unless otherwise agreed to in writing by Seller, installation will be the sole responsibility of

Buyer. Where start-up service is required with respect to the goods purchased hereunder, it must be performed by Seller's authorized personnel or agents; otherwise, the warranty is void. If Buyer has engaged

Seller to provide an engineer for start- up advisory services such engineer will function in an advisory capacity only and Seller will have no responsibility for the quality of workmanship of the installation. In any event, Buyer understands and agrees that it will furnish, at Buyer's expense, all necessary foundations, supplies, labor and facilities that might be required to install and operate the goods.

15. Specifications; Back-charges. Changes in specifications requested by Buyer are subject to Seller’s written approval. If such changes are approved, the price for the goods and the delivery schedule will be changed to reflect such changes. Buyer will not make purchases, nor will Buyer incur any labor that would result in a back charge to

Seller without prior written consent of an authorized employee of Seller.

16. Buyer’s Warranty. Buyer warrants the accuracy of any and all information relating to the details of its operating conditions, including influent quality, temperatures, pressures, and where applicable, the nature of all hazardous materials. Seller can justifiably rely upon the accuracy of Buyer’s information in its performance. Should

Buyer’s information prove inaccurate, Buyer agrees to reimburse Seller for any losses, liabilities, damages and expenses that Seller may have incurred as a result of any inaccurate information provided by Buyer to

Seller.

17. Product Recalls. In cases where Buyer purchases for resale, Buyer will take all reasonable steps (including those measures prescribed by the Seller) to ensure: (a) all customers of the Buyer and authorized repairers who own or use affected goods are advised of every applicable recall campaign of which the Buyer is notified by the Seller; and (b) modifications notified to

Buyer by Seller by means of service campaigns, recall campaigns, service programs or otherwise are made with respect to any goods sold or serviced by

Buyer to its customers or authorized repairers. Should Buyer fail to perform any of the actions required under this obligation, Seller will have the right to obtain names and addresses of the Buyer’s customers from Buyer and Seller will be entitled to get into direct contact which such customers.

18. GOVERNING LAW. THE TERMS OF THIS

AGREEMENT AND ALL RIGHTS AND

OBLIGATIONS HEREUNDER WILL BE

GOVERNED BY THE LAWS OF THE

JURISDICTION WHERE SELLER’S OFFICE IS

LOCATED TO WHICH THIS ORDER HAS

BEEN SUBMITTED (WITHOUT REFERENCE

TO PRINCIPLES OF CONFLICTS OF LAWS).

THE RIGHTS AND OBLIGATIONS OF THE

PARTIES HEREUNDER WILL NOT BE

GOVERNED BY THE 1980 U.N.

CONVENTION ON CONTRACTS FOR THE

INTERNATIONAL SALE OF GOODS. THIS

ARTICLE 18 WILL SURVIVE ANY

TERMINATION, CANCELLATION, OR

EXPIRATION OF THE AGREEMENT.

19. DISPUTE RESOLUTION. Prior to the commencement of any litigation, in the event of any dispute between the Buyer and

Seller arising out of or in connection with the Agreement or the good or services contemplated therein; Buyer and Seller agree to first make a good faith effort to resolve the dispute informally. The first attempt at dispute resolution shall be made by the technical project managers (or equivalent) of the parties. Should resolution not be reached within ten (10) business days, senior management of both parties will attempt to resolve the dispute. If the parties are still unable to resolve the dispute, the dispute will be sent to litigation.

TO ENCOURAGE PROMPT AND EQUITABLE

RESOLUTION OF ANY LITIGATION, EACH

PARTY HEREBY IRREVOCABLY WAIVES ITS

RIGHTS TO A TRIAL BY JURY IN ANY

LITIGATION RELATED TO THIS AGREEMENT

20. Export Regulation. Seller’s goods, including any software, documentation and any related technical data included with, or contained in, or utilized by such goods or deliverables, may be subject to applicable export laws and regulations, including

United States Export Administration

Regulations and Buyer will comply with all such applicable laws and regulations. In particular, the Buyer will not, and will not

Page 10 09/23/25 permit any third parties to, directly or indirectly, export, re-export or release any goods to any jurisdiction or country to which, or any party to whom, the export, re-export or release of any goods is prohibited by applicable law, regulation or rule. The

Buyer will be responsible for any breach of this Article 20.

21. Privacy and Customer Data. Buyer acknowledges that Seller may collect and process personal data for the purposes outlined in the Agreement. Seller’s data privacy policy is available at https://www.xylem.com/en-us/support/privacy/. Buyer acknowledges that it has read and understood Seller’s privacy policy and agrees to the use of personal data outlined herein. The collection and use of personal data by Buyer is Buyer’s responsibility. Some Seller goods are equipped with cloud communication capability resulting in these goods automatically transmitting, on an encrypted basis, data to Seller’s X-

Cloud. Unless otherwise specified in the

Agreement, Buyer agrees and authorizes

Seller to indefinitely store any data collected from Seller goods (“Customer Data”) on

Seller’s hardware, software, networking, storage, and related technology. Buyer grants Seller and Seller’s affiliates a worldwide, royalty-free, non-exclusive, irrevocable right and license to access, store and use such Customer Data to: (a) provide services; (b) analyze and improve services;

(c) analyze and improve any Seller or affiliate goods or software; and (d) for any other internal use, provided any such internal use is limited to using the Customer

Data in an aggregated and anonymized manner that cannot be reconstituted as

Buyer’s Customer Data.

22. Titles; Waiver; Severability. The article titles are for reference only and will not limit or restrict the interpretation or construction of this Agreement. Seller’s failure to insist, in any one or more instances, upon Buyer’s performance of this Agreement, or to exercise any rights conferred, will not constitute a waiver or relinquishment of any such right or right to insist upon Buyer’s performance in any other regard. The partial or complete invalidity of any one or more provisions of this Agreement will not affect the validity or continuing force and effect of any other provision.

23. Changes. Any requested change(s) to the work set forth in this Agreement, including to the delivery schedule, requires the parties to enter into a written change order that contains a description of the change(s) and all other applicable terms, including change in price, storage fees, and/or delivery schedule (“Change Order”).

A Change Order may be requested by either party. For any Buyer-related change to the delivery schedule, including any due to a

Buyer delay, the parties will enter into a

Change Order and any such Change Order will state the revised delivery date(s), the revised Agreement price, storage and maintenance fees, and all other respective revisions. Seller will not be obliged to proceed with any change and no such change will be binding or have any effect on

Seller or this Agreement unless/until the parties enter into a Change Order; provided, however, that if Seller must store goods due to a buyer delay, all associated risk, expenses, and fee will nonetheless be borne by Buyer from the beginning of the delay period. Should Seller’s ability to proceed with the work be altered by Buyer’s delay in entering into a Change Order, Seller also will be entitled to assess late fees and suspend performance of all work for the period of delay.

Agreed to by:_____________________________

Signature