Quotation_111172378.pdf

Cooper Machinery Services

Cooper Machinery Services LLC Power Parts Supply 353 Keystone Dr

CHARLESTON WV 25311-1037

USA

Phone 304-342-0600

Document number : US05/RU17/111172378 Date Issued : APR 23 2026 Payment Terms ZN30-Net 30 Days From Date Of

Invce Terms and conditions :As Attached/Included Incoterms :FCA-Free Carrier

ORIGIN PLANT

Freight Terms :

QUOTATION

Sold to : 122053

CITY OF HOMESTEAD

C/O FINANACE DEPARTMENT

100 CIVIC COURT

HOMESTEAD FL 33030-6024

USA

Ship to : 257400

CITY OF HOMESTEAD

PROCUREMENT & CONTRACTS

450 SE 6TH AVE

GENERAL SERVICES DEPT.

HOMESTEAD FL 33030-7414

USA

Inside Sales Contact: Dominic Tallarico

Email: DOMINIC.TALLARICO@COOPERSERVICES.COM

Outside Sales Contact AM : Michael Schwartz PH:504-465-0260 Email: MICHAEL.SCHWARTZ@COOPERSERVICES.COM

Customer Reference : Robert Henry Valid From : APR 23 2026 Valid To : MAY 23 2026

Item Material Number Extended Weight Qty UM Unit Net Price Extended Price Description USD USD

000010 SHOP PARTS-CSI 0.000 lb 12 EA 21,750.00 261,000.00

16705850, LINER, OP FAIRBANKS

Lead Time : 1 Weeks Delivery From Date Of Order Placement

Price Summary :

Total Price : 261,000.00 USD

Total Quotation Price : 261,000.00 USD

Document number : US05/RU17/111172378

MINIMUM ORDER REQUIREMENTS: $200 Minimum for all Orders.

CREDIT TERMS: Credit Terms confirmed at time of order. Progress paymentsmay apply.

RETURN OF PRODUCTS AND ORDER CANCELLATION: Cooper Machinery Services shall accept returns of normally stocked Goods for a period of thirty (30) days following shipment for exchange or refund of the purchase price; provided, that Goods must be in their original cartons, unopened and unused and are subject to a return inspection. Appropriate restocking/ cancellation feesequal to the greater of (1) the cost incurred by Seller as a result of the cancellation, or (2) 25% of the purchase price. Non-stocked items(made to order) and Consumable type Goods such as gaskets, O-rings, nuts, bolts, wear parts, etc. are not returnable once shipped to the Buyer and no credits or refunds can be offered to the Buyer.

EXPORT COMPLIANCE: The items, technology, or software covered by this document may be subject to various laws including U.S. and foreign export controls. Cooper Machinery Services LLC is committed to compliance with all relevant export control laws. If the items, technology, or software are of U.S. origin or are being exported from the U.S. or will be re-exported, the following language applies: "These commodities, technology or software were exported from the United Statesof America in accordance with the Export Administration

TERMS AND CONDITIONS

GENERAL TERMS & CONDITIONS FOR SALE OF PRODUCTS, PARTS AND/OR SERVICES

NOTICE: Any purchase by Buyer of Products, Parts and/or Services from Seller is subject to these Terms and Conditions. Any additional or different terms proposed by Buyer are expressly objected to and shall not be binding upon Seller unless expressly accepted in writing by Seller's authorized representative. Any order for Products, Parts and/or Services shall constitute acceptance of these Terms and Conditions.

1. DEFINITIONS

“Affiliate” means with respect to either party an entity (including without limitation any individual, corporation, partnership, limited liability company, association, or trust) that directly or indirectly controls, is controlled by, or is under common control with, such party.

“Applicable Law” or “Applicable Laws” means any law, statute, order, decree, rule, injunction, license, permit, consent, approval, agreement, regulation, judgment or legislative or administrative action of a competent governmental authority, which applies to the sale of Products, Parts and/or provision of Services.

“Buyer” means the entity purchasing Products, Parts and/or Services and its successors and permitted assigns.

"Buyer Taxes" means all existing and future taxes, duties, fees, and other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, valueadded taxes (“VAT”), or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed or assessed by any governmental authority of any country in connection with the execution of this Contract or performance of or payment for work hereunder, but excluding Seller Taxes.

“Claims” means all claims, demands, causes of action, liabilities ,damages, judgments, fines, penalties, awards, losses, costs, and expenses (including, without limitation, attorneys' fees and costs of litigation) of any kind or character.

“Consequential Loss” means, whether direct or indirect, and whether or not foreseeable at the time of entering into the Contract or at the time of commencing performance: any loss, delay or interruption of business, profits, revenue, production or opportunity;

loss of product, use or equipment; standby time; rig, vessel, or other facility or equipment downtime; cost of capital; cost of substitute equipment, facilities, services or replacement power; overhead; any special, punitive, exemplary, incidental and/or consequential damages or losses; and/or Claims of a party’s customers for any of the abovelosses, costs or damages.

“Contract” means either the contract agreement signed by both parties or the purchase order signed by Buyer and expressly accepted by Seller in writing, together with these Terms and Conditions, any other documents incorporated by reference, Seller’s Proposal, and anyagreed scope of work for the sale of Products, Parts, and/or Services.

“Contract Price” means the aggregate amount to be paid by Buyer to Seller for the purchase of Products, Parts and/or Services, as stated in the Contract, and any agreed adjustments to the same.

“Delivery” means when the Products/Parts have been delivered according to the applicable Incoterm (2020). “Deliver” shall be construed accordingly.

“Group” means with respect to either party, such party (either Buyer or Seller, as applicable), as well as its Affiliates, and in connection with the project to which the Products, Parts and/or Services relate, its joint venture partners, joint interest owners, co-lessees, consortium members and/or other partners, and, in respect of Buyer only, the Site owner, end user, or Site operator; and for all of the above, also its and their contractors and subcontractors of any tier in connection with said project, as well as the shareholders, officers, directors, employees, invitees, agents, and consultants of all of the foregoing. “Buyer Group” and “Seller Group” shall be construed accordingly. Seller Group does not include any member of Buyer Group and Buyer Group does not include any member of Seller Group.

“Hazardous Materials” means any chemical, substance, material, waste or emission defined, classified or regulated as hazardous or toxic, or as a pollutant, contaminant, or threat or potential threat to human health, safety or the environment under Applicable Law, including but not limited to naturally occurring radioactive material, hydrocarbons, asbestos, lead, hydrogen sulphide or polychlorinated hydrocarbons, including biphenyls and biphenols. “Indemnify” means release, defend, indemnify, and hold harmless. "Parts" means the spare or repaired parts required in relation to the Product, identified by Seller in the Contract.

“Products” means all equipment, materials, supplies, software, products, and other goods (excluding Parts) as applicable, sold under the Contract.

“Proposal” means Seller’s formal offer to provide the Products, Parts and/or Services, and any mutually agreed written amendments thereto.

"Refurbished Parts" means the recovered parts that are cleaned, inspected, and re-conditioned by Seller to usable condition, but do not carry new part original warranty or specifications.

“REGARDLESS OF CAUSE OR ACTION” MEANS (TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW), REGARDLESS OF: CAUSE, FAULT, DEFAULT, NEGLIGENCE IN ANY FORM OR DEGREE, STRICT OR ABSOLUTE LIABILITY, BREACH OF DUTY (STATUTORY OR OTHERWISE) OF ANY PERSON, INCLUDING OF THE INDEMNIFIED PERSON, UNSEAWORTHINESS OF ANY VESSEL, AND/OR ANY DEFECT IN ANY PREMISES/ VESSEL; FOR ALL OF THE ABOVE, WHETHER PRE-EXISTING OR NOT AND WHETHER THE DAMAGES, LIABILITIES, OR CLAIMS OF ANY KIND RESULT FROM CONTRACT, WARRANTY, INDEMNITY, TORT/

EXTRACONTRACTUAL OR STRICT LIABILITY, QUASI CONTRACT, LAW, OR OTHERWISE.

“Seller” means Cooper Machinery Services, LLC or named Cooper Affiliate or subsidiary signing the Contract or the purchase order, and its successors and permitted assigns.

“Seller Taxes” means all corporate income taxes imposed on Seller and any taxes imposed on Seller’s employees in connection with the execution of this Contract or the performance of or payment for work hereunder by Applicable Laws.

“Services” means all the services, including, without limitation, technical assistance and guidance, training, repairs, and remote diagnostics, to be provided by Seller under the Contract.

"Site" means the premises where Parts or Products are used or meant to be used and/or Services are performed or meant to be performed, not including any Seller Group’s premises.

2. DELIVERY, TRANSFER OF TITLE & RISK, STORAGE, LIQUIDATED DAMAGES

2.1 Unless otherwise provided in the Contract and in accordance with Incoterms 2020: (i) for shipments that do not involve an exit out of Seller’s country of incorporation, Seller shall Deliver the Products/Parts to Buyer FCA Seller’s facility, place of manufacturer or warehouse; (ii) for shipments within the European customs territory, Seller shall Deliver the Products/Parts to Buyer Ex-Works – Seller’s facility, place of a manufacturer or warehouse; (iii) for other export shipments out of Seller’s country of incorporation, Seller shall Deliver Products/Parts FCA Seller’s facility, place of manufacturer or warehouse to Buyer; or if mutually agreed either FOB Origin, in case of transportation by sea (specifying the port of export) or FCA loaded into aircraft, in case of transportation by air (specifying the airport of export). The “Delivery Date” for any item of Products/Parts is defined as the date on which such item is Delivered in accordance with this Article. Partial Delivery and Delivery in advance of the Delivery schedule shall be permitted, unless otherwise specified in the Contract

2.2 Subject to Article 2.3, title and risk of loss to Products and/or Parts shall pass upon Delivery as provided in Article 2.1: (i) Products and/or Parts shipped from the United States of America (“U.S.”) shall pass from Seller to Buyer immediately FCA Seller’s facility, place of manufacturer or warehouse in accordance with Article 2.1(i); and (ii) Products and/or Parts to be shipped to a Delivery destination directly from countries different from Seller’s country of incorporation (drop shipment), shall pass immediately in accordance with Article 2.1(ii) or 2.1(iii) at the named place specified. For the avoidance of doubt, Seller or its relevant Group member shall retain title to any equipment leased to Buyer Group.

2.3 If any of the Products and/or Parts cannot be shipped to Buyer in accordance with the agreed upon Delivery terms due to any cause not attributable to Seller Group, upon notice to Buyer, Seller may store such Products and/or Parts or ship them to outside storage, in which cases: (i) any amounts otherwise payable to Seller upon Delivery or shipment shall become payable upon presentation of a certification specifying the cause and place of storage (any payment security shall allow payments upon presentation of notice to storage instead of transport documents); (ii) all expenses incurred by Seller Group, such as for preparation and placement into storage, handling, inspection, preservation, insurance, removal charges, interest, and any VAT or other taxes imposed directly or indirectly under Applicable Law shall be reimbursed or paid by Buyer upon submission of Seller’s invoices; and (iii) when reasonably possible and upon payment of all amounts due hereunder, Seller shall resume Delivery of the Products and/or Parts to the originally agreed point of Delivery. Title and risk of loss to Products and/or Parts shall pass as provided in Article 2.2. , provided that Seller shall not have any obligation to store any item beyond 60 calendar days and if the storage period extends beyond 60 days, Seller shall be entitled to resume Delivery of the Products/Parts in accordance with Article

2.1 . The terms of Article 2.3 shall apply also in the event any Buyer equipment repaired at Seller Group’s facilities cannot be shipped to or received by Buyer in accordance with the agreed upon terms, provided that, in the case of Buyer equipment to be repaired at Seller Group’s facilities, Buyer shall retain title to, and risk of loss for, any such equipment at all times

2.4. In the event of a delay in the Delivery of Products and/or Parts beyond the contractually agreed Delivery Date or a delay in the commencement of the performance of Services beyond the contractually agreed commencement date, if such Delivery/ commencement is not excused under the terms of the Contract, Seller Group shall be liable exclusively for the following liquidated damages, unless a different amount is set forth in the Contract: 0.25% of the price of the delayed item for each week of delay, or 0.1% of the price of the delayed Service for each day of delay, in all cases cumulatively up to a maximum amount of 2.5% of the overall portion of the Contract Price allocable to the delayed Services, Products or Parts. The parties agree that such liquidated damages are not a penalty and represent a fair and reasonable estimate of the damages Buyer Group may suffer as a result of delay. SAID LIQUIDATED DAMAGES SHALL CONSTITUTE THE SOLE AND EXCLUSIVE LIABILITY OF SELLER GROUP AND THE SOLE AND EXCLUSIVE REMEDY OF BUYER GROUP FOR DELAY. No liquidated damages are due unless Buyer has suffered direct economic harm.

3. EXCUSABLE DELAYS

3.1 Neither party shall be liable or considered in breach or default of its obligations to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the impacted party’s reasonable control, including but not limited to: (i) acts of God, acts or omissions of governmental authorities, fire, severe weather conditions, earthquake, strikes or other labor disturbances, flood, serious risk of kidnapping, war (declared or undeclared), armed conflict, acts or threats of terrorism, epidemics, civil unrest, riot, severe delay in transportation, severe car shortage, or inability to obtain necessary materials, components or services; (ii) in the case of Seller, acts or omissions of Buyer Group, including failure to timely provide Seller Group with access, information, tools, material, and approvals necessary to permit Seller Group to timely perform the required activities, and including, without limitation, unknown physical conditions at the Site of an unusual nature and differing materially from those ordinarily encountered and generally recognized as occurring in the work of the character provided for in the Contract. The affected party shall promptly notify the other party in the event of a delay under this Article. The Delivery or performance dates shall be extended for a period equal to the time lost by reason of such delay, plus such additional time as may be reasonably necessary to overcome the effect of such delay. If Seller is delayed by acts or omissions of Buyer Group, or by the prerequisite work of Buyer’s other contractors, Seller shall also be entitled to an equitable price adjustment. Under no circumstances shall Buyer’s payment obligation be deemed excusable under this Article.

3.2 If a delay excused by this Article 3 extends for more than 90 days and the parties have not agreed upon a revised basis for resuming work, including an equitable price adjustment, then either party (except where delay is caused by Buyer Group, in which event only Seller), upon 30 days written notice may terminate the Contract with respect to the unexecuted portion of the work. In the event of a delay under Article 3.1(ii), the terms of Article 10.2 shall apply in full. In the event of a delay under Article 3.1(i), Buyer shall pay Seller the pro-rated Contract Price for all work performed before the effective date of termination.

4. WARRANTY

4.1 Subject to the limitations set forth in the Contract, Seller warrants to Buyer that: (i) the Products and/or Parts shall be Delivered free from defects in material, workmanship and title; and (ii) the Services shall be performed in a competent and diligent manner in accordance with any mutually agreed specifications. Unless Seller expressly agrees otherwise in writing and except for Products/Parts provided by Seller’s Affiliates, any Parts not manufactured by Seller (including incidental materials and consumables used in the Services) shall carry only the warranty provided by the original manufacturers, and Seller gives no warranty for such Parts

4.2 Unless otherwise stated in the Contract, the warranty period (“Warranty Period”) shall be as follows: (i) for each Product (excluding Parts), 12 months from Start-Up date, or 8,600 running hours, or 18 months from the date of Delivery, or from the date of notice that the Products are ready for shipment, if the Delivery cannot take place for reasons not attributable to Seller Group, or from the date of notice that the Products are put into storage under Article 2.3, whichever occurs first; (ii) for Services, one year after performance of the Service; (iii) for Parts, 18 months after Delivery or 12 months after installation, whichever occurs first;

(iv) for Refurbished Parts, six (6) months after Delivery; (v) for repaired, replaced, or re-performed Products, Parts, or Services, six months after repair/replacement or re- performance, provided that Seller Group’s warranty obligations shall in all cases terminate and in no event extend beyond 24 months after Delivery or placement into storage of the original Products/Parts or performance of the initial Service. As used herein, “Start-Up” means the equipment start-up activities to be carried out by Buyer in connection with the Products not later than 30 days from Seller’s written notification that the Products are ready for start-up.

4.3 If Products, Parts, Refurbished Parts, or Services do not meet the above warranties during the applicable Warranty Period and Buyer informs Seller in writing within 15 days of discovery, Seller’s sole and exclusive liability shall be to either re-perform the defective Services, or repair or replace the defective component of the Products/Parts, at Seller’s option. If despite Seller’s reasonable efforts, a non-conforming Product/Part cannot be repaired or replaced, or non-conforming Services cannot be re-performed, the parties will negotiate an equitable adjustment in price with respect to such Product, Parts, component, or Service.

Seller Group shall not under any circumstances be liable for defects that arise or are discovered after expiration of the Warranty Period.

4.4 Seller shall not be liable for accessing, retrieving, removing, or decontaminating defective Products or Parts, or for reinstalling repaired or replacement Products/Parts, or for any costs, damages, or losses incurred in connection with any of the above operations. Seller shall be responsible to transport defective Products or Parts only to and from the original Delivery point.

Buyer shall be responsible for all customs formalities, costs and taxes connected with any export to Seller or import of goods sent back to Buyer.

4.5 Seller does not warrant the Products, Parts or any repaired or replacement item against: normal wear and tear, including that due to environment, excessive operation at peak capability, frequent starting, type of fuel, detrimental air inlet conditions or erosion, corrosion or material deposits from fluids, misuse, accident, modification, heating, machining, bending, welding, alteration of any kind, or operation under conditions more severe than, or otherwise exceeding those set forth in, the specifications for the relevant Product or Part. The warranties and remedies set forth herein are further conditioned upon: (i) proper storage, installation, use, operation, and maintenance of the Products/Parts, and conformance with the operation instruction and installation manuals (including revisions thereto) provided by Seller Group; (ii) Buyer keeping accurate and complete records of operation and maintenance during the Warranty Period and providing Seller access to those records; and (iii) repair or modification pursuant to Seller’s instructions and approval. Seller gives no warranty for any used Products and/or Parts sold or Products/Parts sold “as is”, “where is”, or “with all faults”.

Failure to meet any such conditions in Article 4.5 renders the warranty null and void.

4.6 THE REMEDIES SET FORTH IN ARTICLE 4 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY FAILURE OF, OR ANY DEFECT OR NON-CONFORMITY IN, THE PRODUCTS, PARTS, OR SERVICES, REGARDLESS OF WHEN THE FAILURE, DEFECT OR NONCONFORMITY

ARISES AND REGARDLESS OF CAUSE OR ACTION. THE WARRANTIES SET FORTH IN ARTICLE 4 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OR CONDITION OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

4.7 All Parts Delivered shall conform to Seller’s part or version number specified in the Contract, or its equivalent or the superseding number subsequently assigned by Seller. If the number ordered is no longer available, Seller is authorized to provide a valid interchangeable Part without notice to Buyer.

5. INSPECTION AND FACTORY TESTS – The quality control exercised by Seller in its manufacture of Products/Parts shall be in accordance with Seller’s normal quality control policies, procedures and practices. Unless otherwise expressly agreed in the Contract, Seller shall attempt to accommodate Buyer’s requests to witness Seller’s factory tests of Products/Parts, but only if such witnessing can be arranged without delaying the work. Access to Seller Group’s premises shall be limited to areas directly concerned with the Products/Parts, excluding in all cases areas where work of a proprietary nature is conducted.

6. CHANGES - Each party may at any time propose changes in the schedule or scope of Parts, Products or Services in the form of a draft change order. Neither party is obligated to proceed with the changed schedule or scope until both parties agree to such change in writing. Unless otherwise agreed by the parties, pricing for additional work arising from such changes shall be at time and material rates.

7. PAYMENT

7.1 Buyer shall pay to Seller all invoiced amounts Net 30 days when due or in a timely manner according to the Contract. If nothing is agreed in the Contract, payment shall be made in US dollars or the currency set forth in the Seller’s proposal. Seller reserves the right to require Payment Milestones or require one or more irrevocable, unconditional, letters of credit payable at sight (“Payment Security”), without any setoff, and in the currency agreed in the Contract (or on the face of the purchase order).

In the event Buyer requests payment by credit card, Seller at its option may add a 3% surcharge to the applicable Contract Price for processing fees associated with credit card transactions.

7.2 In addition to other Contract remedies, Buyer shall pay interest to Seller at the rate of 1.5% per month (or fraction thereof), not to exceed the lesser of 18% per annum or the maximum amount permitted by Applicable Law, on all amounts not timely paid in accordance with the Contract.

7.3 If applicable, each Payment Security shall be irrevocable and unconditional, and allow for pro-rata payments for partial Deliveries, other charges (e.g., storage, export shipments, cancellations, and adjustments), and all other payments due to Seller under the Contract. Each Payment Security shall be: (i) issued or confirmed by a primary international bank that is reasonably acceptable to Seller; (ii) payable at the counters of such bank; (iii) opened 30 days from the Contract effective date; and (iv) remain in effect until the latest of 90 days after the latest scheduled Products/Parts shipment, or completion of Services, or receipt by Seller of final payment. Buyer shall make relevant adjustments in the Payment Security (including increasing amounts or validity period, and including in accordance with the changes agreed in the Contract) as required to fulfill its payment obligations under the Contract, within 15 business days of Seller’s notification that such adjustment is necessary. Seller will not have an obligation to begin performance until the Payment Security, or the required adjustment thereof, has become operative.

8. TAXES AND DUTIES

8.1 Seller shall be responsible for and shall pay when due and payable all Seller Taxes, and Buyer shall be responsible for and shall pay all Buyer Taxes. The Contract Price does not include any Buyer Taxes. Therefore, if any such taxes are applicable, they will be added to the Contract Price. For U.S. sales and use tax, and in other jurisdictions where applicable, Buyer may report/remit sales or similar taxes directly if Buyer timely provides a direct pay or exemption certificate to Seller.

8.2. If the Applicable Laws require the Contract to be subject to stamp duty, fee, or registration, Buyer shall be responsible for the required formalities and bear the related costs. Buyer shall return to Seller a copy of the registration certificate or a registered copy of the Contract within 10 days from the due date required by said Applicable Laws to register or pay for such stamp duty, fee, or registration. According to the Applicable Laws of the country in which Buyer has requested Seller to provide Services, Seller may be required to be registered locally, in which case, Seller shall perform the Services and invoice for them with the intervention of its relevant branch or permanent establishment.

8.3 If Buyer is required to deduct or withhold any Seller Taxes from the Contract Price, Buyer shall (1) give at least 30 days’ notice to Seller that Buyer will withhold, (2) make all reasonable efforts to minimize any withholding tax from payments to Seller, in accordance with Applicable Laws and any applicable bilateral conventions against double taxation, and (3) provide to Seller, within 30 days from payment, the official receipt issued by the competent government authority to which the Seller Taxes have been paid, or an alternative document acceptable to the relevant tax authorities. . If Buyer requires tax residence certificates or other documentation from Seller to apply for any exempted or reduced tax regime, Seller shall submit the appropriate certificates upon Buyer’s written request. If Buyer, under the Applicable Laws of any country other than Seller’s country of incorporation or in which Seller has a branch, deducts or withholds Seller Taxes or fails to comply with the requirements of this clause, Buyer shall pay additional amounts to Seller so that Seller receives the full amount of the Contract Price, as though no such Seller Taxes had been deducted or withheld.

8.4 If Buyer benefits from any tax, fee or duty exemption which is applicable to Seller or Seller’s Group, Buyer agrees to provide Seller, without charge and before the following as applicable: (1) entering into the Contract, (2) before invoicing, or (3) before any other relevant event, documentation acceptable to the competent tax authorities supporting the exemption, together with instructions on the exemption procedure. Buyer shall promptly inform Seller in writing about the revocation, expiry or other change of the exemption. If Seller is denied the exemption because of a failure of Buyer, Seller shall be entitled to invoice and Buyer shall pay promptly the applicable tax, fee or duty. 8.5 When Buyer arranges the export or intra-European Union (“EU”) community shipment, Buyer will provide to Seller, free of charge and within 90 days (or, in the case of exports from the U.S., 30 days), evidence (obtained from Buyer’s forwarder) of exportation or intra EU community shipment; such evidence must be in a form that is acceptable to the competent tax and customs authorities. Failing the above, Seller shall be entitled to invoice Buyer the applicable VAT, U.S. sales and use tax, or similar taxes.

9. ASSIGNMENT, NOVATION & SUBCONTRACTING – Buyer may assign or novate the Contract, in full or in part and including through change of ownership, only with the prior consent of Seller, which consent shall not be unreasonably delayed or withheld, provided that Seller shall be entitled to withhold such consent only for demonstrable reasons if the assignee/novatee lacks adequate financial capability, is a competitor or potential competitor of Seller or its Affiliates, causes Seller Group to be in breach of Applicable Law, and/or does not meet Seller’s code of ethics. Seller may assign or novate to third parties the Contract, in full or in part, only with the prior consent of Buyer, which consent shall not be unreasonably delayed or withheld, provided that Seller may, without Buyer’s consent: (i) assign or novate the Contract, in full or in part, to one or more Affiliates of Seller; and (ii) assign any receivables due hereunder to one or more Affiliates of Seller. The parties agree to execute such documents as may be necessary toeffect the permitted assignments or novations. In the event of a novation or assignment by Buyer, Buyer shall cause the novatee/assignee to provide additional payment security at Seller’s reasonable request. Any assignment or novation in violation of the above shall be void and without effect for the other party. Nothing herein shall restrict Seller from subcontracting portions of its work, provided that Seller remains responsible to Buyer for performance of such work.

10. TERMINATION AND SUSPENSION

10.1 Either party may terminate this Contract for default if: (i) any proceeding is brought against the other party, voluntarily or involuntarily, under applicable bankruptcy or insolvency laws, or if the other party is unable to pay its debts when due, to the extent permitted by Applicable Law; or (ii) the other party commits a material breach of this Contract, which does not otherwise have a specified contractual remedy, and fails to cure the breach within 30 days of notice from the non-breaching party, or if it is not possible to cure such breach within 30 days, fails to commence to cure the breach within 30 days of such notice or fails to thereafter continue diligent efforts to complete the cure as soon as reasonably possible. In the event of a termination by Buyer under this Article 10.1, Seller shall reimburse Buyer the difference between that portion of the Contract Price allocable to the terminated scope and the actual amounts reasonably incurred by Buyer to complete such terminated scope; and Buyer shall pay to Seller the portion of the Contract Price allocable to Products/Parts purchased and/or completed, and amounts for Services performed, before the effective date of termination. Said amounts shall be calculated using the applicable Contract rates, or in the absence of such rates, at Seller’s then-current standard time and material rates. In the event there are agreed-upon Contract milestones, said amounts shall be calculated in accordance with the milestone schedule for completed milestones, and the Contract rates for work toward milestones not yet achieved.

10.2 Buyer may terminate the Contract (even in part) with a 20-day prior written notice for reasons other than those set forth in Article 10.1, in which case Buyer shall pay Seller’s charges in accordance with the Contract termination schedule; or if no such schedule exists: (i) Buyer shall pay Seller all costs and expenses incurred by Seller in connection with work performed before the effective date of termination, plus a reasonable margin percentage in relation to such costs and expenses, which margin percentage shall not be lower than the margin percentage applicable to the overall Contract; or (ii) for Contracts based on payment milestones Buyer shall pay Seller: (a) all amounts due under the Contract for completed milestones, plus (b) all costs and expenses incurred by Seller in connection with work performed in relation to incomplete milestones, plus a reasonable margin percentage in relation to such costs and expenses, which margin percentage shall not be lower than the margin percentage applicable to the overall Contract. In connection with both (i) and (ii), Buyer shall also pay Seller the costs and expenses incurred by Seller as a direct result of the termination, including the costs associated with vendor disputes or Claims

10.3 If Buyer fails to pay any outstanding undisputed invoice as set forth in the Contract, or fails to issue the Payment Security within the time agreed, Seller, upon a 15-day notice to Buyer, may suspend performance and Delivery. Any cost incurred by Seller as a result of such suspension (including storage, stand-by costs, demobilization and re-mobilization costs) shall be payable by Buyer upon submission of Seller’s invoices. Performance of Seller’s obligations shall be extended for a period equaling the period of Buyer’s failure to meet its payment obligations, plus such additional time as may be reasonably necessary to overcome the effect of such payment delay. If suspension for Buyer’s failure to pay an undisputed invoice or failure to issue the Payment Security exceeds 15 days, Seller may at is sole option immediately terminate the applicable Contract for cause and Buyer shall also pay Seller the costs and expenses incurred by Seller as a direct result of the termination, including the costs associated with vendor disputes or Claims, plus a reasonable margin percentage in relation to such costs and expenses.

10.4 With a 20-day written prior notice, Buyer may elect to suspend performance of the Contract for a maximum cumulative period of 60 days, after which Seller may terminate the Contract and Article 10.2 shall apply. In the event of suspension under this Article 10.4, Buyer shall also pay all reasonable expenses incurred by Seller in connection with the suspension, including without limitation, expenses for repossession, fee collection, stand-by costs, demobilization/remobilization, and costs of storage. The schedule for Seller’s obligations shall be extended for a period of time reasonably necessary to overcome the effects of such suspension.

11. COMPLIANCE WITH LAWS, CODES AND STANDARDS

11.1 The Contract Price is based on Seller Group's design, manufacture, testing, and Delivery of the Products, Parts and Services pursuant to: (i) its design criteria, manufacturing processes, and procedures and quality assurance program; (ii) those portions of industry specifications, codes, and standards in effect as of the date of entering into the Contract as are specified in the Contract;

(iii) Applicable Law; and (iv) any mutually agreed-upon written terms and specifications set forth in the Contract.

11.2 Notwithstanding any other provision of this Contract, the parties shall at all times comply with Applicable Law in the performance of the Contract, except for Seller to the extent that such compliance is penalized under, or otherwise violates, the laws of the United States or any European Union laws.

11.3 Seller is entitled to an equitable adjustment to the Contract Price and the Delivery schedule to reflect any additional costs and other impact incurred by Seller Group as a result of a change in Applicable Law or applicable standards and regulations, including changes in the interpretation thereof, after entering into the Contract. In the event any such change prevents Seller Group from executing its obligations without breaching Applicable Law or makes Seller’s execution of its obligations unreasonably burdensome or unbalanced, Seller shall also have the right to withdraw its Proposal or terminate the Contract without any liability.

11.4 Unless otherwise agreed in the Contract, Seller shall be responsible for timely obtaining the permits, licenses, and authorizations required for Seller Group to meet the requirements of the Contract, except that Buyer shall be responsible for timely obtaining any required permits, licenses, and authorizations that can only be obtained by Buyer Group. Buyer and Seller shall provide each other reasonable assistance in obtaining the required authorizations.

11.5. Buyer agrees that it will not sell, distribute, disclose, release or otherwise transfer any item or technical data provided under this Contract to: (i) any country designated as a "State Sponsor of Terrorism" by the U.S. Department of State including, for this Agreement, the countries of Cuba and North Korea (ii) any entity located in, or owned by an entity located in, a "State Sponsor of Terrorism" country or Cuba or North Korea, (iii) the region of Crimea or (iv) any person or entity listed on the “Entity List” or "Denied Persons List" maintained by the U.S. Department of Commerce, the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US Government. This clause will apply regardless of the legality of such a transaction under local law. Except as otherwise agreed in writing between the parties, each Party shall be responsible for obtaining and maintaining any authorization required for its performance under this Contract (including the transfer any item or technical data under this Contract), such as export license, import license, exchange permit or other required government export or import authorization. Each Party shall provide the reasonable assistance necessary for the other Party to secure and comply with such authorizations as may be required. Neither Party shall be liable if any government export authorization is delayed, denied, revoked, restricted or not renewed despite reasonable efforts by the Party. Additionally, such delay, denial, revocation or non-renewal shall not constitute a breach of this Agreement. Buyer shall not use any items sold hereunder for any military application, or resell them for such purpose.

12. ENVIRONMENT, HEALTH, SAFETY AND SECURITY (EHSS)

12.1 Buyer shall take all actions necessary to provide a safe, healthy and secure work environment, including transportation and accommodation if applicable, for Seller Group personnel. Buyer shall inform Seller of any known risks, hazards, or changed conditions impacting worker health, safety or the environment, including the presence or potential presence of Hazardous Materials, and shall provide relevant information, including safety data sheets, site security plans, risk assessments and job hazard analyses.

12.2 To evaluate risks associated with the provision of Services and performance under this Article, Buyer shall provide Seller Group with reasonable access to review the Site and related equipment. If Seller's work at the Site is subject to local, state or national EHS legal requirements that are not reasonably available, Buyer shall notify and provide copies of same to Seller.

12.3 If Seller or Seller’s representative believes in good faith that Site conditions, Seller transportation or accommodation provisions, or the actions of others threaten the health, safety, or security of Seller Group personnel or the environment, Seller or its representatives may, in addition to other rights or remedies available, STOP WORK, evacuate some or all of its personnel, suspend performance of all or any part of the Contract, and/or remotely perform or supervise work. If Seller exercises its rights under this provision, it shall give prompt notice to Buyer, and the parties shall work cooperatively to correct the conditions or actions prompting the STOP WORK. The parties agree there shall be no retaliation taken against any person who invokes their right under this provision to STOP WORK. Any delay resulting from Seller Group’s exercise of its rights under this Article shall constitute an excusable delay.

12.4 To the full extent permitted by Applicable Law, Buyer agrees that it is the generator, and shall be solely responsible for the storage, transportation and disposal of all Hazardous Materials or waste related to or arising from the performance of Services at Buyer Group sites, including any removed from Seller's equipment. Prior to the transportation and disposal of waste materials by Buyer, Seller shall properly handle and manage all Hazardous Materials resulting from the Services in accordance with Applicable Law and Buyer's written requirements. If Seller Group encounters any Hazardous Materials, it may suspend work pending Buyer elimination of the hazardous condition. If any Seller equipment or Buyer equipment destined for a Seller facility is contaminated with Hazardous Materials, Buyer shall assume sole responsibility for decontaminating such equipment and returning it in the same condition received to allow for its safe handling and transportation in compliance with Applicable Law. If any such Hazardous Materials cause an increase in Seller’s cost or time, Seller shall be entitled to an equitable adjustment in price and schedule.

13. ADDITIONAL EHSS PROVISIONS APPLICABLE TO SERVICES

13.1 Seller Group personnel shall not be required to work in excess of any time restriction prescribed by Applicable Law. Seller

Group personnel will have at least one day of rest in any seven consecutive days; provided, the parties may agree upon exceptions consistent with Seller’s working time policy.

13.2 Buyer shall provide medical care and facilities at the Site consistent with international industry standards. If Seller Group’s personnel require urgent medical attention, Buyer shall make its medical facilities available to such persons as necessary. To the extent Buyer cannot supply necessary urgent medical attention at the Site or any Buyer Group’s site or while working offshore, Buyer shall provide for transport of Seller Group’s personnel and access of such personnel to the nearest suitable urgent care facility. For offshore or remote work, Buyer shall be responsible for the medical evacuation of Seller Group’s personnel from the Site to the departure point on the mainland or Buyer’s designated medical services provider.

13.3 Buyer shall transport Seller Group’s personnel, equipment and materials, including medi-vac, to and from all offshore locations and to such other job Sites as agreed, in compliance with Applicable Law and international industry standards regarding qualified personnel and safe operation and maintenance. Buyer Group agrees to make such equipment and information relating to its operation and maintenance available to Seller for review. Buyer shall provide personal protective equipment required during use of Buyer provided transportation to and from the offshore work and such other specialized equipment as agreed between the parties.

13.4 Buyer shall provide, at no cost to Seller, accommodation and messing for Seller Group’s personnel, which offers a reasonable degree of comfort, is consistent with international industry standards and is at least comparable to that furnished to Buyer’s management and technical personnel. Buyer shall provide telephone and computer internet connectivity to Seller Group’s personnel at said accommodations.

14. CONFIDENTIALITY

14.1 “Confidential Information” means pricing for Parts, Products, and Services, and/or information that is designated in writing as “confidential” or “proprietary” at the time of disclosure, or orally designated as “confidential” or “proprietary” and confirmed in writing within ten days after oral disclosure. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than from disclosure by the receiving party’s Group; (ii) is or becomes available to the receiving party’s Group on a nonconfidential basis from a source other than the disclosing party and, after due inquiry, that source is not subject to a confidentiality obligation to the disclosing party; or (iii) is independently developed by the receiving party’s Group without reference to the disclosing party’s Confidential Information, as evidenced by written documents.

14.2 The parties shall: (i) use, reproduce, or disclose the other party’s Confidential Information only in connection with the Contract and permitted use(s) and maintenance of Products, Parts and Services; (ii) take reasonable measures to protect the confidentiality, and prevent disclosure and unauthorized use of the Confidential Information and (iii) in particular, not disclose Confidential Information to the other party’s competitors.

14.3 A party may disclose Confidential Information: (i) to any member of its Group who has a need to know to perform the Contract or use and maintain Products, Parts, or Services and who is bound in writing to confidentiality obligations and use restrictions at least as restrictive as in this Contract; and (ii) to comply with a legal obligation, but only after promptly notifying the disclosing party of its disclosure obligation so that the disclosing party may seek an appropriate protective order. Buyer shall not disclose Confidential Information to Seller unless required for Seller to perform under this Contract. Buyer warrants that it has the right to disclose the information and shall Indemnify Seller Group from any Claims or damages resulting from improper disclosure.

14.4 Neither party shall make any public announcement about any aspect of the Contract or related documents or information without prior written approval of the other party.

14.5 The confidentiality and use restrictions of this Article 14 shall survive any termination of the Contract for ten years. Each party shall Indemnify the other for failure to comply with this provision.

15. INTELLECTUAL PROPERTY

15.1 Seller shall Indemnify Buyer from any rightful Claims of third parties that the Products or Parts manufactured by Seller or its Affiliates infringe any utility patent of the U.S., EU, or the country of initial installation (if set forth in the Contract), provided that: (i) Buyer promptly notifies Seller in writing of any such claim; (ii) Buyer makes no admission of liability and does not take any position adverse to Seller regarding such claim and gives Seller authority, at Seller’s expense, to direct and control all defense, settlement and compromise negotiations; and (iii) Buyer provides Seller with full disclosure and assistance that may be reasonably required to defend any such claim.

15.2 Seller shall have no obligation or liability with respect to any claim based upon: (i) any Products, Parts or Services that have been altered, modified, or revised; (ii) the combination, operation, or use of any Products, Parts or Services with other products or services when such combination is part of any allegedly infringing subject matter; (iii) failure of Buyer Group to implement any update provided by Seller Group that would have prevented the claim; (iv) unauthorized use of Products ,Parts or Services, including without limitation a breach of the provisions of the Contract; or (v) Products, Parts or Services made or performed to Buyer Group’s specifications.

15.3 Should any Products, Parts or Services become the subject of a claim, Seller may at its option: (i) procure for Buyer the right to continue using the Product, Part or Service, or portion thereof; (ii) modify or replace it in whole or in part to make it non-infringing; or (iii) failing (i) or (ii), take back Products or Parts, discontinue Services, and refund any fees received by Seller attributable to the infringing Product, Part or Service.

15.4 THE FOREGOING STATES SELLER GROUP’S ENTIRE AND EXCLUSIVE LIABILITY FOR ANY INTELLECTUAL

AND INDUSTRIAL PROPERTY RIGHTS INFRINGEMENT.

15.5 Each party shall retain ownership of all Confidential Information and intellectual property it had prior to the negotiations of the Contract. Any and all new intellectual property conceived, created or provided by Seller Group under the Contract, whether alone or with any contribution from Buyer Group, shall be owned exclusively by Seller or other members of Seller Group, as the case may be. To the extent that Buyer Group may acquire any right or interest in such new intellectual property, Buyer irrevocably assigns, and agrees to assign and/or cause other members of Buyer Group to assign, all such rights and interests in such new intellectual property as instructed by Seller, and to execute assignments and other documentation as necessary to achieve this result. To the extent permissible by law, Buyer Group waives any moral rights it acquires in any such new intellectual property.

Seller shall grant Buyer use rights to utilize Seller’s intellectual property embedded in the Products or Parts solely for standard use, operation, and maintenance of the Products/Parts by Buyer. Such license shall not give Buyer the right to manufacture and/or have manufactured such Products/Parts to the extent such maintenance will result in substantially new Products/Parts.

15.6 If Seller provides any Products that are software, including SaaS (Software as a Service), embedded software, or software that is installed on Buyer Group’s equipment, the terms of the annexed Software License Addendum, shall apply.