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 Seller to Buyer:

1. Agreement. These terms and conditions of sale (“Terms”) govern the sale of Seller’s products and services by nVent, on behalf of its subsidiaries and affiliates, (“Seller”) to the buyer (“Buyer”). These Terms, any applicable addenda, and Seller’s proposal, price quote, or acknowledgement issued by Seller collectively form the parties’ final agreement (“Agreement”). Seller’s proposal, offer or acceptance is conditioned on Buyer's acceptance of these Terms. Any additional or conflicting terms, including but not limited to provisions that dictate that Buyer’s terms control, in Buyer's request for quotation, specifications, purchase order, electronic business portal or any other written or oral communication are not binding on Seller unless separately signed by Seller. Seller’s failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of any terms contained in the Agreement. No modification to these Terms shall be binding upon Seller unless specifically set forth in a writing signed by Seller.

    

2. Quotations. The price quoted is valid for a maximum of thirty (30) days or until a date of a communicated price change and subject to termination by notice from Seller within that period. Seller shall have no liability with respect to any oral quotation or under any oral agreement unless such quotation or agreement is confirmed in writing by Seller within ten (10) days thereafter.

    

3. Prices; Errors. The price quoted is based on the current cost of tariffs, raw materials, wage rates, shipping charges, duties, and taxes applicable at the time the quotation is issued. Notwithstanding the above, any change in such costs after quote issuance and prior to the fulfillment of the Agreement may result in a price adjustment applied in good faith and in proportion to such changed costs. Prices shown on Seller’s price list or elsewhere are for information only and do not constitute quotations or offers to sell. Seller reserves the right to correct errors in specifications or prices due to typographical, clerical, engineering, or similar errors, or because of incomplete or inaccurate information provided by Buyer. The Seller and Buyer shall not engage in any unethical or prohibited business practices, including but not limited to collusion, price-fixing, or sharing sensitive information related to pricing. Both Seller and Buyer agree to comply with all applicable antitrust laws and regulations, and no communication, whether verbal or written, shall involve discussions or agreements on prices, pricing strategies, or any other information that may be considered anti-competitive or in violation of antitrust laws.

    

4. Credit Approval. All orders are subject to credit approval by Seller. Seller may reasonably modify, suspend or withdraw the credit amount or payment terms at any time. Any such change will normally be communicated to Buyer in writing with reasonable notice, except where immediate action is necessary due to reasonable grounds of concern regarding Buyer’s financial condition or payment performance. If there is doubt as to Buyer’s financial condition, Seller may withhold manufacturing or shipment, require cash payments, or require another form of satisfactory security. Seller may recover shipped products from the carrier pending such assurances.

    

5. Payment Terms. Payment is due thirty (30) days from date of invoice, unless otherwise agreed to in writing without setoff, counterclaim or deduction, unless otherwise expressly agreed in writing by Seller. Thereafter interest shall accrue with any unpaid amounts at the lesser of the monthly rate of 1.5% or the maximum amount allowed by law from the date the invoice becomes due according to its terms. In addition, Buyer agrees to pay all costs of collection, including reasonable attorney's fees, incurred by Seller in enforcing any Terms.

    

6. Credit Balances. Unless otherwise agreed to in writing, Buyer must use any credit balances that have been issued by Seller within one (1) year of issuance. IF NOT APPLIED OR REQUESTED WITHIN SUCH PERIOD, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND SELLER SHALL HAVE NO FURTHER LIABILITY WITH RESPECT THERETO, or to the extent permitted by applicable law.

    

7. Minimum Purchase Order. Orders for less than standard box or package quantities may be increased by Seller to standard quantities at Seller's discretion. Minimum order purchase amounts may apply depending on the products purchased and specific details can be made available by contacting the Seller or as may be communicated by Seller from time to time.

    

8. Cancellation. Orders placed with and accepted by Seller may not be cancelled except upon Seller’s written consent at least thirty (30) days prior to shipping date and Buyer’s acceptance of Seller’s cancellation charges which shall protect Seller against all costs and losses but shall not exceed the price quoted. Seller reserves the right to cancel any sale hereunder without liability to Buyer (except for refund of monies already paid) if the manufacture or sale of the products is or becomes technically or economically impractical.

    

9. Delivery; Deferred Delivery. Buyer acknowledges that delivery dates provided by Seller are estimates only and that Seller is not liable for failure to deliver on such dates. The shipping date(s) designated by Seller represent a reasonable estimate of the time required to manufacture the products covered by an order commencing with the date the order is accepted by Seller. Such dates do not represent Seller’s promise to ship or deliver the products on such dates unless otherwise expressly agreed in writing by Seller. Seller reserves the right to make deliveries in installments. In case deliveries are made in installments, Seller's payment conditions apply to each part delivered separately. Delay in delivery of one installment shall not entitle Buyer to cancel other installments. Buyer may defer deliveries only upon Buyer’s written request received by Seller at least thirty (30) days prior to the originally scheduled shipping date and Buyer’s payment in full of the price of the products on or before that date, and storage shall be at Buyer’s risk and expense. In no event may Buyer defer delivery for more than sixty (60) days without the express written agreement of Seller. In all circumstances, Buyer must take delivery of all products ordered by it within three hundred sixty-five (365) days after the agreed upon shipment date described in the applicable order which has been accepted by Seller.

    

10. Shipping, Loss And Damage. Freight terms for all shipments (not including software) are FCA point of origin Incoterms 2020 from Seller’s facilities unless otherwise agreed to in writing in advance of shipment date. Title to products purchased hereunder shall in U.S. domestic sales pass to Buyer at the Seller’s door, and shall in international sales pass to Buyer upon entry into international waters, entry into international airspace, or the crossing of an international border, with the sole exception of banked transactions (L/C, DAA, DAP) in which case the transfer of title occurs upon exchange of documents at the bank window, and the transfer of risk of loss occurs upon entry into international water, international airspace, or the crossing of an international border. Apparent shortage, visual damage to shipping containers or possible concealed damage conditions must be noted on both consignee’s and carrier’s delivery receipt of record. Seller shall not be responsible for any such conditions unless it and the carrier's local office are notified of such conditions within five (5) days after the date of delivery.

     

11. Specialized Packaging/Equipment. Buyer shall pay or reimburse Seller for the cost of specialized packaging beyond Seller’s standard packaging and any charge assessed for the use of specialized equipment (lift gates, soft-tops, etc.) to ship the products.

     

12. Catalog Weights And Dimensions. Catalog weights and dimensions are careful estimates but are not guaranteed.

     

13. Returns. Returns will require the prior written approval of Seller. When expressly authorized by Seller in writing, unused, non-defective products in saleable condition may be returned to Seller subject to a service handling and restocking charge and additional conditions which may be obtained by contacting Seller. In no event shall the following products be eligible for returns; (a) MTO Products; (b) products purchased more than twelve (12) months from date of return request; (c) products that in Seller’s sole opinion, result in an excess in the amount of stock Seller normally carries; and (d) discontinued products. Unauthorized returns or returns not easily identified may be refused, credit denied, and returned freight collected. Return freight to Seller is prepaid by the Buyer. Items must be in saleable condition, non-defective, unused, full box/package quantities in unopened, sealed boxes with no non-Seller labels and Proof of Purchase (“POP”) intact. Buyer must follow written return instructions which may be obtained by contacting Seller. Except for in-warranty returns, returns for a total value of less than five hundred (500) USD will not be accepted. Buyer is responsible for a minimum restocking charge of 25% of the quoted sales price of the returned products. Product must be returned to the factory within sixty (60) days of the issuance of Seller’s Return Material Authorization (RMA).

     

14. Special Or Modified Products. Products that are (i) not standard, (ii) made to order, (iii) are a custom product or a modification of a standard product done at the request of or especially for a Buyer, (iv) have been marked or labeled according to a Buyer’s specifications, or (v) in excess in the amount of stock Seller normally carries (“MTO Products”) are subject to applicable pattern, tooling and test charges.

     

15. Discontinued Products. Seller shall have no duty to stock or provide spare or replacement parts or products. Seller may modify or discontinue any product or line of products at any time without liability except to refund any amounts already paid for any such products that have been ordered but not yet delivered.

     

16. Spare Parts. Buyer may, by submitting to Seller an order therefor, purchase spare parts for the products at Seller's then current prices, provided that such spare parts are commercially available. While Seller is not obligated to provide spare parts, Seller will make reasonable efforts to accommodate Buyer’s requests for spare parts when possible. Such prices may be modified from time to time in Seller's sole discretion.

     

17. Warranty; Claims; Exclusive Remedy. Seller products (excluding software which is covered in a separate section) are warranted to be free from defects in material and workmanship at the time of shipment and shall meet their applicable specification as may be set forth in Seller’s latest version of product literature and/or packaging and labeling materials published as of the date of shipment of the products. NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR OTHERWISE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE, SHALL EXIST IN CONNECTION WITH THE SALE OR USE OF ANY PRODUCTS. THE SELLER DISCLAIMS ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. Claims for errors, shortages, defects or nonconformities ascertainable upon inspection must be made in writing within fifteen (15) days after Buyer’s receipt of products. All other claims must be made in writing to Seller within six (6) months from the date of shipment or transport unless a longer period is mandatorily provided by applicable law. Products claimed to be nonconforming or defective must, upon Seller’s prior written approval, in accordance with Clause 13 Returns, promptly be returned to Seller for inspection. Claims not made as provided above and within the applicable time period will be barred. Seller shall in no event be responsible if the products have not been stored, maintained or used in accordance with their specifications and recommended procedures. Seller will, at its option, either repair or replace nonconforming or defective products for which it is responsible or return the purchase price to Buyer. THE FOREGOING STATES BUYER’S EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY AND FOR ANY CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR NEGLIGENCE, FOR LOSS OR INJURY CAUSED BY THE SALE OR USE OF ANY PRODUCT.

     

18. Services. To the extent the order with Buyer includes Buyer’s purchase of services, and absent a separate service agreement between Seller and Buyer (which shall then prevail regarding the provision of services), Seller warrants such services will be performed in a good and workmanlike manner by personnel of such experience, skill, and competence that would be expected of a similar, reputable firm specializing in the provision of services comparable to those made the subject of the order. All warranty claims related to the services must be submitted in writing to the Seller within six (6) months from the date the service was performed. Seller’s sole liability, and Buyer’s sole remedy, for breach of this warranty is limited, at Seller’s sole option, to re-performance of such services or a credit to Buyer’s account for services covered by this warranty. Furthermore, Buyer agrees to hold Seller harmless from any liability arising from rendering services in accordance with Buyer’s specifications or instructions.

     

19. Buyer Warranties. Regarding claims from persons other than Seller, Buyer, at its sole expense, will indemnify, defend, and hold Seller and its affiliates, successors, assigns, officers, directors, employees and agents harmless from and against any claim, demand, proceeding or action for damages, liability, loss, cost, or expense, including amounts paid in settlement and attorneys’ fees and court costs, arising out of, in connection with or based upon, the warranties and/or remedies offered by Buyer that are different than those contained in Seller’s warranty regarding the products.

     

20. Repairs, Alterations And Modification. If Seller is requested to repair any products not covered by its warranty, such repairs shall be made at the expense of the person requesting such repair unless specifically authorized otherwise in writing by Seller. Any alterations or modifications to the products made by any person other than Seller are not permitted without specific authorization in writing by Seller and will void the warranty and Seller will not accept their return to it.

     

21. Confidentiality. Buyer agrees that all information, including drawings, prints, sketches, models, samples, technical material and other information (“Confidential Information”) which Seller provides to Buyer, whether prepared by Seller or by third parties under contract to Seller, contain data which may embody trade secrets and confidential know-how of commercial value to Seller. Confidential Information also includes any personal data, defined as any information relating to an identified or identifiable person, submitted by the Buyer to the Seller in the context of this Agreement ("Personal Data"). Buyer undertakes to maintain absolute confidentiality relative to the Confidential Information during the performance of the contracts and for a period of five (5) years after its termination, for any reason. Buyer recognizes and acknowledges that disclosure or unauthorized use of Seller’s Confidential Information would cause grave and irreparable injury to Seller. Buyer shall at all times, whether during the term of the order or subsequent thereto, (i) honor, maintain and protect the confidentiality of such Confidential Information and not disclose such Confidential Information to any other person, corporate division or entity; (ii) take appropriate action to restrict access to such Confidential Information to those of its employees and agents who have actual need for such access in the course of their duties; (iii) not use such Confidential Information except in connection with the with the products and/or services supplied hereunder; (iv) not make any copies of any such Confidential Information nor use it in any manner contrary to the purposes of the order without prior written approval of Seller; and (v) delete or return Confidential Information and copies thereof to Seller on termination of the Agreement unless required by law to store the Confidential Information. Buyer shall not disclose to any third party the existence or contents of the order, including prices, without the prior written approval of Seller.

     

22. Intellectual Property And Proprietary Rights. All Confidential Information, know-how, ideas,code, copyrighted materials, trademarks, trade secrets, documentation, plan drawings, specifications, processes, techniques, test results, designs, sketches, models, samples and patterns furnished or created by Seller or by Seller’s agents or subcontractors (other than Buyer) and all intellectual property rights embodied therein or in any of the products, software and/or services, and all modifications thereto, whether in whole or in part, are and shall remain the sole property of Seller, its designated affiliate or licensor (if any), and neither Buyer nor any other party shall have or acquire any right, title, license or interest therein, except as specifically provided in this Agreement. Buyer shall not reverse engineer, decompile or disassemble any products provided. Buyer shall not make any copies of Seller's copyrighted material including, but not limited to, any printed matter concerning any products or services, without Seller's prior written consent. Neither an order nor any purchase of any products and/or services hereunder shall be construed to confer upon Buyer or its customers any license under any patent, trademark, service mark, copyright, or any other proprietary rights of Seller, except the right to use such products and/or services for the purposes for which they were provided. To the extent Buyer acquires any intellectual property rights related to the products and/or services or any modification thereto, Buyer hereby assigns to Seller or its designated affiliate or licensor all right, title and interest in and to these intellectual property rights, whether or not patentable. Buyer shall assist Seller in obtaining for Seller any intellectual property right in connection with the products and/or services, shall assist Seller in taking any steps necessary to defend such rights and Seller shall reimburse Buyer for any reasonable expenses incurred in this regard. Buyer will not, at any time contribute to, do or cause to be done any act or thing in any way impairing or intending to impair any part of such right, title and interest described in this clause.

     

23. Trademarks. Buyer acknowledges that Seller is the owner of all right, title, and interest in, and to, its trademarks, trade names, service marks, logos and related designs associated with the Seller and the products (“Seller Marks”) and their associated goodwill. Buyer shall not use or permit to be used by any person, any Seller Marks, benefit from any goodwill associated with the same, or assert affiliation with Seller or any Seller affiliate, without Seller's prior written consent. Buyer shall not remove, obscure, or alter any Seller Marks or copyright notices or any other proprietary rights notices placed on the products, product literature, user guides, instruction manuals, marketing materials, or other materials that Seller may provide. Buyer will not, at any time, contest the validity of any Seller Mark, claim any rights in any Seller Mark or do anything which, in Seller’s opinion, might disparage, denigrate, confuse or lessen the significance of any Seller Mark.

     

24. Cybersecurity Obligations. Both Parties shall protect Confidential Information through adequate physical, technical and organizational measures against any actual or threatened unauthorized use, modification, loss, compromise, destruction, disclosure, or access (“Security Incident”). Buyer will notify Seller about any Security Incident affecting Confidential Information as soon as possible and will provide reasonable assistance as necessary to Seller to facilitate the handling of any Security Incident in an expeditious and compliant manner. Such notification shall be considered as Confidential Information and shall be sent to Seller via email at [email protected]. Seller may release Updates and Patches for its products, software, or services from time to time. Buyer shall promptly install any Updates and Patches for such products, software, or services as soon as they are available in accordance with Seller's installation instructions and using the latest version of the products or software, where applicable. An "Update" means any software that contains a correction of errors in a product, software, or service and/or minor enhancements or improvements for a product, software, or service, but does not contain significant new features. A "Patch" is an Update that fixes a vulnerability in a product, software, or service. Buyer understands that failing to promptly and properly install Updates or Patches for Seller’s product, software, or service may result in the Seller’s products, software, or services or the Buyer's systems becoming vulnerable to certain Cyber Incidents or result in impaired functionality, and Seller shall not be liable or responsible for any losses or damages that may result. Buyer is responsible for identifying and reporting any vulnerabilities in the products or software provided. Upon discovering a vulnerability, the Buyer must promptly notify the Seller via email at [email protected] and provide any necessary information to assist in addressing the issue. This obligation ensures the security and integrity of the products and services, facilitating timely updates and patches to mitigate potential risks.

     

25. Software Licenses. Seller may supply certain software with the products provided. All rights, title and interest in the software, including revisions and updated versions, shall remain with the relevant Seller affiliate (or such other party as may have supplied the software to Seller) and is not transferred hereby to Buyer. Absent a separate software license agreement, which would (if any) control with respect to the software, Buyer is hereby granted a nontransferable, nonexclusive, royalty free license to use, in object code form, such software solely in connection with Buyer’s use and/or operation of the products. In the event the software contains third party components which Seller has licensed under generally used “open source software” license terms, these applicable “open source software license” conditions shall prevail over these Terms with respect to the OSS components. If necessary, the Buyer agrees to sign a license agreement with the licensor of the software. No other right or license relating to the software, express or implied, is granted except as provided above. Seller may release updates and patches for its software from time to time. Buyer shall promptly install any updates and patches for such software as soon as they are available, in accordance with Seller’s installation instructions. Seller shall not be liable or responsible for any losses or damages that may result from failure by Buyer to install such updates and patches.

     

26. Restrictions. Buyer shall not sell, assign, sublicense, transfer, or otherwise make available the software to any other person or entity, without the prior written approval of Seller. Buyer shall not reverse engineer (except to the extent that applicable law prohibits reverse engineering restrictions, and then only as permitted by such law), decompile or disassemble any software or otherwise attempt to reconstruct, identify, or discover any source code, underlying user interface architecture or techniques, or algorithms of the software by any means; or take any action that would cause the software or any portion of it to be placed in the public domain. Unless agreed in writing by the parties, Buyer shall not make any copies of the software (unless expressly authorized by applicable law). All copies of software shall be clearly marked by Buyer with the same proprietary and copyright restrictions which appear on the software as originally supplied to Buyer. Buyer may transfer the foregoing license to another party which purchases, rents or leases the products, provided the other party accepts and agrees in writing to be bound by the conditions of this section.

     

27. Software Warranty. Seller warrants that the software, as delivered, will perform substantially in accordance with Seller’s then-current user manual in all material respects for a period of thirty (30) days after shipment of the product by Seller to Buyer. All warranty claims with respect to the software must be made by the Buyer in writing not later than thirty (30) days after shipment of the product by Seller to Buyer. SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AS TO DEFECTS OR FUNCTIONALITY. SELLER MAKES NO WARRANTIES THAT THE SOFTWARE WILL OPERATE IN CONJUNCTION WITH ANY OTHER SOFTWARE OR WITH ANY EQUIPMENT OTHER THAN THE PRODUCTS. Sellermakes no representation or warranty, express or implied, that the software will meet Buyer’s needs, work in combination with any hardware or software products provided by third parties, be error free, operate without interruption, or that all software errors will be corrected, (iii) SELLER MAKES NO WARRANTIES WHATSOEVER REGARDING ANY SOFTWARE AND/OR COMPONENTS OF THE SOFTWARE CREATED OR OWNED BY ANY THIRD PARTY, (iv) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY RELATING TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY, and (v) any unauthorized use or modification of the software by Buyer shall void any and all warranties.

     

28. Limitation Of Liability. Seller excludes all liability except such liability that is directly attributable to the willful misconduct or gross negligence of Seller's employees. Should Seller be held liable by a court of competent jurisdiction, its liability shall in no event exceed the total purchase price under the Agreement. SELLER SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOSS OF BUSINESS OR PROFITS, LOSS OF DATA, DOWNTIME OR DELAY, LABOR, REPAIR OR MATERIAL COSTS OR ANY SIMILAR OR DISSIMILAR INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY BUYER. The present clause shall not be intended to limit Seller’s liability in case of gross negligence, willful misconduct or for death and bodily injuries caused by Seller’s negligence. To the extent that Seller cannot lawfully disclaim any implied or statutory warranties. Buyer’s statutory warranty rights are not affected by this limitation of liability. This clause shall apply only to the extent permitted by the laws of the jurisdiction governing the Agreement.

     

29. Taxes. All duties, sales, use, excise or similar taxes or charges applicable to the sale or use of any products or the furnishing of any service shall be Buyer’s responsibility, and Buyer shall indemnify Seller against any liability thereunder.

     

30. Government Contracts. Products are commercial items as defined in FAR 2.101. If Buyer sells products to any government, or to a government prime contractor or subcontractor, Buyer shall be solely and exclusively liable for compliance with all government acquisition statutes and regulations. Seller makes no representations, certifications, or warranties whatsoever about compliance with government acquisition statutes and regulations, including, without limitation, those that may relate to pricing, quality, origin or content, and specifically rejects the flow down of all FAR clauses not required to be included in a subcontract for commercial items.

     

31. Force Majeure. If Seller is prevented from performing its obligations by force majeure, Seller will have the right to suspend the performance of the Agreement or to consider the Agreement terminated in whole or in part, at Seller's option, without judicial intervention and without Seller being liable for any claims for damages or guarantees. Force majeure includes any circumstance, foreseen as well as unforeseen, as a result of which observance of the Agreement can no longer reasonably be expected by Buyer, including but not limited to war, sabotage, rebellion, revolt, transportation disturbances, strikes, accidents, fire, explosion, technical failures and delayed delivery by suppliers.

     

32. Compliance With Laws. Buyer agrees to comply with all applicable laws and regulations concerning the goods, products and/or services exchanged between Seller and Buyer and agrees that its performance of any business undertaken with, for or on behalf of Buyer will not cause Buyer to be in violation of any applicable laws or regulations. The following terms and conditions supersede any contrary terms above and are considered a material part of these terms.

     

    • 32.1.Anti-Corruption. Buyer agrees to comply with all anti-bribery and corruption laws applicable to any business undertaken with, for or on behalf of Seller, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act (“Anti-Corruption Laws”) and will not permit the taking of any action that may render Seller liable for a violation of Anti-Corruption Laws.

     

    • 32.2.Conflicts of Interest. Except as previously disclosed in writing to Seller, Buyer does not believe that there are any actual or potential conflicts of interest regarding its relationship with Seller.

     

    • 32.3.Public Officials. Except as previously disclosed in writing to Seller, no owners, officers, directors, employees or agents of Buyer is a public official in a position to influence Buyer’s commercial relationship with Seller.

     

    • 32.4.Prohibited Trade. Buyer agrees to comply with all restrictive trade measures applicable to Seller, Seller products, or Seller services. These include economic sanctions programs administered by the U.S. Treasury Department and the U.S. State Department, export controls laws administered by the U.S. Department of Commerce and U.S. Department of State, any other laws of similar effect administered by the United Kingdom, European Union, or other applicable jurisdictions. In addition, Buyer understands that Seller products and Seller services may be subject to various licensing requirements under the applicable laws and regulations of the United States and other jurisdictions. Buyer agrees to determine whether such licenses are required before shipping products to restricted countries, parties or territories and shall obtain any necessary licenses whenever such requirements apply to Seller products or Seller services. Buyer further confirms that it will not directly or indirectly sell, re-export or otherwise transfer any Seller products, services, or technical information to Cuba, Iran, Russia, Belarus, North Korea, Syria or the disputed Ukrainian regions of Crimea, Donetsk, Kherson, Luhansk and Zaporizhzhia; or to any party using such items for nuclear, biological, or chemical weapons programs, for missile programs, or for other prohibited end-uses.Buyer acknowledges that such laws apply even if Buyer is a dealer, distributor, or intermediate consignee intending to re-sell these products and/or goods. Buyer is prohibited from directly or indirectly re-exporting product, goods or technologies as listed in the most current published version of Annexes XI, XX, XXXV, XL of Regulation (EU) No 833/2014 and firearms/ammunition from the most current published version of Annex I of Regulation (EU) No 258/2012 , or any products incorporating the products, or goods , to Russia or for use in Russia; additionally, as per Article 12ga of Regulation (EU) No 833/2014, Buyer is prohibited from using intellectual property rights, trade secrets or other information related to common high priority items listed in Annex XL for sale, supply, transfer, or export to Russia, or for use in Russia; and/or products, goods or technologies as listed in the most current published version of Annexes XVI, XVII, XXVIII, XXX of Regulation (EU) 765/2006 and firearms/ammunition from the most current published version of Annex I of Regulation (EU) No 258/2012 , or any products incorporating the product and/or goods, to Belarus or for use in Belarus. Breach of Section D. Prohibited Trade constitutes a material breach of this Agreement, entitling Seller to seek remedies available at law or equity.

     

    • 32.5.Anti-Boycott. Buyer will not comply with any request prohibited under U.S. Anti-Boycott laws when conducting business involving Seller, Seller products, or Seller services. This includes, without limitation, requests related to the Arab League Boycott of Israel or related to the nationality, race, religion, or gender of any Seller personnel.

     

    • 32.6.Recordkeeping. Buyer will maintain books, records and accounts that accurately and fairly reflect all transactions that Buyer conducts with or on behalf of Seller and agrees that it will not permit off-the-book accounts. Buyer further agrees to maintain a system of internal accounting controls reasonably designed to ensure that its assets are used only in accordance with its management directives.

     

    • 32.7.Notification. Buyer will notify Seller promptly if (a) Buyer has reason to believe that a breach of this Agreement has occurred or is likely to occur; or (b) if any conflicts of interest arise after the signing of this Agreement; or (c) if an owner, officer, director, employee or agent of Buyer becomes a public official in a position to influence Buyer’s commercial relationship with Seller. Buyer will send all such notices to [email protected].

     

    • 32.8.Audit Rights. If at any time Seller believes in good faith that Buyer has breached the terms of this Agreement, Seller reserves the right to conduct an audit to verify Buyer’s adherence to the terms of this Agreement, upon reasonable notice, with or without support of a third party. Such audit will be limited to transactions related to Seller, Seller products or Seller services. Buyer will fully cooperate in such audit and will take necessary corrective actions in a timely manner, as directed by Seller. If Seller hires a third party to conduct the audit and the auditor finds Buyer in breach, Buyer agrees to reimburse Seller for the cost of the audit.

     

    • 32.9.Breach, Termination and Indemnification. Any breach of the terms in this Agreement will constitute a material breach and be grounds for immediate termination for cause of any agreement and/or any order, and Seller may withhold any payments until such time that Seller has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. Buyer will indemnify and hold Seller harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from Buyer’s breach of the terms of this Agreement. Further, Seller reserves the right to refuse to enter into, perform or cancel any order if Seller believes in its sole discretion that such order could violate any applicable law or regulation of the United States or any other applicable government. Buyer agrees that any such refusal or cancellation by Seller of any order or termination of any agreement, as described above, will not constitute a breach of Seller’s obligations and Buyer hereby waives all claims against Seller for loss, cost or expense related thereto.

     

33. Notices. All notices to Seller, to be effective against Seller, must be in writing and sent by certified mail, with return receipt requested or by a nationally recognized overnight delivery service to Seller’s U.S. management office. The effective date of such a notice is the date of receipt. Seller may designate in writing other individuals to receive notice and may change the address for its receipt of notices.

     

34. Assignment. The rights and obligations of Buyer by virtue of the Agreement cannot be assigned by Buyer otherwise than to the successors and assignees of the entire business of Buyer. Upon written communication to Buyer, Seller shall have the right to assign and transfer all its obligations and rights under the Agreement with Buyer to a third party.

     

35. Severability. If a part of the Agreement is or becomes invalid or non-binding, Seller and Buyer shall remain bound to the remaining part. The invalid or non-binding part shall be replaced by provisions that are valid and binding and give effect to the contents and purpose of the Agreement to the greatest extent possible.

     

36. General. This Agreement shall be governed by and construed according to the laws of the jurisdiction where the main office of the entity which is the Seller under these terms is located, without reference to its principles of conflicts of laws. The rights and obligations of the parties shall not be governed by the 1980 United Nations.

     

37. Independent Contractors. The parties agree that the relationship created by these terms is that of independent contractors.

     

38. No Waiver. No waiver by Seller of any right or remedy on any prior occasion shall constitute Seller’s waiver of any such right or remedy on subsequent similar occasions.

© 2025 nVent (Standard Terms and Conditions of Sale – Rev 09.12.25)