Standard Terms of Sale (Distributor)

Rheem Manufacturing Company (Singapore) Pte Ltd,

8 Pandan Crescent,

#02-02, Singapore 128464

NOTICE: Sale of any Products is expressly conditioned on the Buyer's unconditional acceptance of these Standard Terms of Sale. Seller objects to, and rejects, any additional or different terms proposed by the Buyer. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Sale shall not be binding on either party. Any purchase order submitted by Buyer shall constitute the Buyer’s unconditional acceptance of these Standard Terms of Sale and Seller’s acceptance of and performance under the said purchase order or a proforma invoice issued by the Seller shall be governed solely by these Standard Terms of Sale, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Buyer. Unless otherwise stated in Seller’s quotation, each quotation issued by Seller to Buyer shall expire within 30 days from the quotation’s date and may be modified or withdrawn at any time by Seller before receipt of the Buyer’s acceptance, or expiry of the quotation, whichever is earlier.

1. Definitions.

1.1 The following definitions shall apply to these Standard Terms of Sale:

"Buyer" means the entity to which Seller is selling the Products.

“Products” means all equipment, parts, materials, supplies, and other goods that Seller has agreed to supply to Buyer.

"Seller" means Rheem Manufacturing Company (Singapore) Pte Ltd

2. Payment.

2.1 Unless otherwise agreed between the parties, payment for the Products sold by Seller to Buyer for an invoice value above USD 100,000 shall be secured by an irrevocable letter of credit satisfactory to the Seller, established by the Buyer in favour of the Seller immediately upon receipt of the Seller's acceptance of the Buyer's order and confirmed by an international bank acceptable to the Seller. The letter of credit shall be for the price payable for the Products (together with any tax or duty payable) to the Seller and shall be valid for six months. The Seller shall be entitled to immediate cash payment on presentation to such bank of the documents required for release of funds under the letter of credit.

2.2 For orders with an invoice value less than USD 100,000 Buyer shall pay 50% in advance, within 20 calendar days of making the purchase order, and the remaining 50% upon notification by Seller that the Products are ready to be shipped, and in any case, before Ex-Works Goods Readiness for dispatch.

2.3 Buyer’s possession of a Seller Price List does not constitute an obligation on the part of Seller to sell at the prices specified on said Seller Price List and Seller reserves the right to change prices at any time with or without notice to the Buyer. Prices in effect on the date of confirmation of purchase order shall apply. Buyer shall pay Seller all invoiced amounts in US dollars. Should Buyer dispute an invoice, Buyer must notify Seller in writing of the dispute within 15 days after the date on the invoice in question or said dispute will be invalid. Buyer shall pay all of Seller’s costs (including, without limitation, attorney’s fees and court costs) to collect past due amounts. Buyer shall not be entitled to applicable discounts, rebates, freight deductions or other allowances on any orders placed while Buyer’s account is past-due.

2.4 All orders are subject to Seller's Credit Department approval and, if accepted by Seller, are accepted with the understanding that they are subject to Seller's ability to ship. Seller reserves the choice of transportation facilities and shipping point. Buyer’s orders are also subject to Seller’s order policies at the time of the order, including, without limitation, any applicable minimum order quantities, special handling charges, freight policies, etc.

2.5 If at any time Seller reasonably determines that Buyer's financial condition does not justify the continuation of Seller’s performance, Seller may require immediate full or partial payment and/or shall be entitled to suspend or terminate the order without any liability to the Buyer whatsoever.

3. Taxes and Duties.

3.1 The prices for the Products are subject to the addition of, and Buyer is responsible for, any applicable tax, duty, fee, or other charge of any nature imposed on the sale of the Products. All payments due and payable by Buyer to Seller hereunder shall be made in the full amount of the Product price, free and clear of all set-offs, deductions and withholding for taxes, duties, fees, or other charges of any nature.

4. Delivery; Title Transfer; Risk of Loss; Storage; Returns; Freight.

4.1 Unless agreed otherwise by the parties in the purchase order, Seller shall deliver Products to Buyer FOB Seller’s shipping point (Incoterms 2010). Except for those obligations that are consistent with Incoterms specifically stated above, Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt, failing which, the order shall be considered fully delivered in accordance with the terms agreed between the parties. Seller may deliver any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without interruption.

4.2 Risk of loss of Products shall pass to Buyer as per the Incoterm stated in Section 4.1, above, or the purchase order, as the case may be, and thereafter all risk of loss or damage shall be borne by Buyer. Title to the Products shall pass to the Buyer upon receipt of full payment for the Products by the Buyer.

4.3 If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer, if they had not already passed earlier; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) all expenses and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be fully and unconditionally payable by Buyer upon submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.

4.4 Where Seller arranges freight with respect to a purchase order, shipment shall be freight prepaid and/or charged, arranged via a carrier selected by Seller. Seller reserves the right to select carrier, routing, shipping point, and method of shipment. Freight allowances will not include, and Buyer will be responsible for, any additional charges for service performed by carrier not included in road haul rates, such as stop-off charges, detention of carrier’s equipment, redeliveries, re-consignments, unloading, etc.

4.5 Any and all return of Products to Seller shall be subject to the Seller’s return policy applicable and in force at the time when the return request is made. In no event may Buyer return Product to Seller without (i) submitting the return request to Seller in accordance with Seller’s return material authorization procedures applicable and in force at the time when the return request is made, and (ii) obtaining prior written authorization from Seller, which Seller may opt to give or not give in its sole discretion. Each return will be subject to a restocking charge in accordance with Seller’s terms at the time of the return.

5. Force Majeure.

5.1 Seller shall not be liable nor in breach or default of its obligations to the extent that performance of Seller’s obligations is delayed or prevented, directly or indirectly, due to causes beyond Seller’s reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, Seller shall be entitled to an equitable price and performance time adjustment.

6. Compliance with Laws.

6.1 The Product price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry specifications, codes, standards, applicable laws or regulations.

6.2 Buyer acknowledges and agrees that each Product (together with any software, technology, documents, and other material that may be embedded therein or provided therewith, the “Items”), may be subject to the export controls of the United States government (including but not limited to the United States Export Administration Regulations and the regulations, executive orders and other rules administered by the Office of Foreign Assets Control), of the government of any country in which Buyer is organized and/or located, and of any government in the Territory. Buyer acknowledges and agrees that it shall not export any Items under any circumstance, nor cause or allow any Items to be exported by any third party.

7. Limited Warranty.

7.1 Seller shall be exempted from, and shall bear no liability for, any and all warranty claims made by the Buyer and / or his clients / end users.

7.2 In the event of an “Epidemic Failure” of Products, Seller, at its sole cost, will replace the defective Product and pay all related shipping costs, provided always that the claim is made within 15 months from the date of the bill of lading for the shipment and further provided that the Seller’s maximum liability to the Buyer will under no circumstances exceed the costs of providing the replacement Products and paying for their shipping costs. For the purpose of this Agreement:

1. “Epidemic Failure” shall mean a Product field failure rate (where all failures exhibit the same root-cause symptom), resulting in a five (5) percent or greater failure in the Products delivered in a ninety-(90) day period;
2. A Product shall be considered to have failed where it contains a defect so severe that (i) it makes the Product incapable of functioning at all, or (ii) the operation of the Product would compromise the safety of people or result in damage to property; and
3. A claim for Epidemic Failure may only be made by the Distributor Buyer for Products used in residential projects or sold as retail products.

7.3 For avoidance of doubt, “Epidemic Failure” for Seller’s Products as described above under Section 7.2 shall not include any liability on the part of the Seller for:

1. Any Products used in non-residential or non-retail situations;
2. Any labour cost associated with repairs or replacement of parts;
3. Consumable e.g. filters, filter driers, fuses, oil, LEDs, displays, gaskets, electrical cables, refrigerant and/or insulation;
4. Arrangements for local shifting or handling of the units or any other site activity related to the same;
5. Any damage due to negligence, wilful abuse, improper maintenance, etc;
6. Improper application, alteration, installation or selection of Products;
7. Use of Spare Parts other than those recommended by Seller;
8. Damage, problems or unsatisfactory performance resulting from improper storage, incorrect installation or commissioning of Products;
9. Damage, problems or unsatisfactory performance caused to the Product by faulty or incorrect external electrical wiring, incorrect power supply, voltage fluctuations, over transients or electromagnetic interference not originating within the Product;
10. Damage, problems or unsatisfactory performance caused by storm, fire, flood, hail, atmospheric fallout, vandalism, misuse, negligence, Acts of God, earthquake, war, vermin, foreign matter entering the Product (e.g. dirt and moisture) or any other outside agency; and/or
11. Consequential “damages” or “losses”, if any, loss of profits, loss of business, loss of time or loss of opportunity.

7.4 SAVE FOR THE PROVISIONS OF SECTIONS 7.2 to 7.3 ABOVE, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE BUYER OR TO ANY OTHER PERSON. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

8. Limitation of Liability.

8.1 In no event shall the total liability of Seller and its affiliates for all claims arising out of or relating to the sale or use of the Products or any order exceed the price paid by Buyer for the specific Products giving rise to the claim. Buyer must commence any legal proceedings in relation to the sale not later than one year after the delivery of the Products. The limitations and exclusions in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.

8.2 Seller shall not be liable for loss of profit or revenues, loss of product, loss of use of Products or any associated equipment, interruption of business, cost of capital, cost of cover, downtime costs, increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages. Furthermore, Seller shall not be liable for any advice or assistance that is not required and paid for under the order.

8.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Standard Terms of Sale.

9. Governing Law; Dispute Resolution.

9.1 The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Sale and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of Singapore, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement.

9.2 All disputes, claims or controversies arising out of or relating to these Standard Terms of Sale or the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall be resolved in accordance with this subsection and subsection 9.1 above, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within 20 calendar days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The parties expressly consent to arbitration and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.

10. Changes.

10.1 Buyer may not change any aspect of an order without Seller’s written approval.

10.2 All Products delivered shall conform to Seller’s part or version number specified or, at Seller’s sole option, its equivalent or the superseding number subsequently assigned by Seller. If the number ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer.

11. General Clauses.

11.1 Products sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use Products for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability arising out of or in connection with any nuclear or other damages, injury or contamination, and in addition to any other legal or equitable rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against any such liability. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which are acceptable to Seller under the then current laws that apply.

11.2 Seller may assign or novate its rights and obligations under the order, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to effect Seller’s assignment or novation. The delegation or assignment by Buyer of any or all of its duties or rights under the order without Seller’s prior written consent shall be void.

11.3 If any provision of these Standard Terms of Sale is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.

11.4 The following Sections shall survive completion, termination or cancellation of the order: 2, 3, 4, 5, 6, 7, 8, 9, and 11.

11.5 These Standard Terms of Sale, together with Seller’s final quotation, order acknowledgement and/or proforma invoice, represent the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by the parties’ authorized representatives. Save for (1) any terms relating to quantity, shipping point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a purchase order or proforma invoice, and (2) any terms expressly agreed in a signed distribution agreement by Buyer and Seller, these Standard Terms of Sale shall prevail over any conflicting or inconsistent terms and conditions.

RHEEM MANUFACTURING COMPANY

(SINGAPORE) PTE LTD

ONLINE ADVERTISING GUIDELINES

These are Rheem Manufacturing Company (Singapore) Pte Ltd’s and its affiliates’ and subsidiaries’ (together, “Rheem”) guidelines regarding a business partners’ use of social media and their online presence when advertising Rheem’s products. Social media sites, applications and websites are useful marketing tools and can help drive business and sales of Rheem products. While the use of social media may be a positive forum for information sharing, incorrect use of social media can also cause significant, and sometimes potentially irreparable, harm to Rheem and its business partners.

As Rheem is in the practice of allowing selected business partners to use social media sites, applications and websites (hereinafter referred to as “Online Advertising”) to advertise Rheem’s products, these Guidelines assist to clarify responsibilities regarding the use of Online Advertising. In addition, Rheem wants to ensure a consistent message delivery across all communication channels in all regions and to protect Rheem’s reputation and brand.

These Guidelines apply to all business partners of Rheem throughout Asia, who are engaging in the use of Online Advertising to advertise Rheem products.

Use of Approved Social Media Platforms

• Rheem’s business partners who have exclusive distribution rights for Rheem products in any territory (hereinafter referred to as “Approved Partner”), may advertise Rheem products in that particular territory, on any approved social media platforms as prescribed by Rheem. Such advertising may only be done with Rheem’s prior express written consent, such consent to be granted solely at Rheem’s discretion.
• Approved social media platforms are limited to Facebook, Instagram, YouTube, LinkedIn and Twitter.
• Rheem will, at all times, have ownership over the online Rheem website in the territory as well as have the exclusive right to manage the Rheem social media sites and applications, including the Facebook page, Instagram page YouTube page, LinkedIn page and the Twitter account, in the territory. The Approved Partner may only operate the said Online Advertising after being given authority by Rheem in writing.
• Login details for the approved websites and pages will be controlled by Rheem and provided by Rheem to the Approved Partner. The Approved Partner may not change the login details. The recovery email address for all sites will be a Rheem controlled email address.
• In the event that the business relationship with the Approved Partner is terminated for any reason whatsoever, the Approved Partner shall return all login details and other information, as may be requested, to Rheem and shall immediately cease any and all Online Advertising.

Content

Appropriate Content

• If the Approved Partner wishes to advertise the Products using Online Advertising, they must ensure that all content on their online medium meets the following requirements:
  • All content must be in line with Rheem’s overall message to its customers.
  • All content must be respectful, polite and must have a friendly tone.
  • All content must be kept updated and must contain the latest and most updated information about Rheem products.
  • Only content related to Rheem products being sold in that territory may be published.
  • Standard prices of the products, which are the prices that would appear in retail stores, may be published.
  • There should be no discrepancy between the content in the other modes of advertising and the content in the Online Advertising.
• Any Online Advertising related to the Products must be in accordance with the Rheem Branding Guidelines.

Pre-approval of Content

• Where reasonably possible, the Approved Partner must have all content, including pictures and images, pre-approved by Rheem.
• Where reasonably possible, all promotions and other advertising related activities should be pre-approved by Rheem.

Disclaimers

• All Online Advertising must permanently display disclaimers stating the following:
  • The Approved Partner is not a member, affiliate, agent or representative of Rheem
  • All information displayed is for “information purposes” only and may be changed at any time;
  • All information provided is on an “as-is” basis;
  • No representations or warranties are made regarding the accuracy of the content;
  • Rheem shall not be liable for any direct, incidental, consequential, indirect or punitive damages and/or any loss of business, data, use or profits, arising out of or in connection with the use of any content available in the Online Advertising, including, but not limited to, any loss or damage caused by viruses;
  • Rheem disclaims any control over, relationship with or endorsement of the views expressed by other public members on any of the content available on the Online Advertising;
  • All comments may be reviewed by Rheem and may be deleted if deemed inappropriate;
  • Any links to other websites are provided only as a convenience and Rheem reminds all users to read the privacy statements of any third-party websites; and
  • All content in the Online Advertising belongs to Rheem and is the intellectual property of Rheem.

Inappropriate Content

• Under no circumstances should any of the below mentioned content be published in any Online Advertising or be associated in any way with the Rheem brand or the Products:
  • Sensitive and confidential information of Rheem
  • Customer information
  • Content referring to non-Rheem brands
  • Religiously or racially insensitive or offensive content
  • Sexuality and/or gender insensitive or offensive content
  • Politically insensitive or offensive content
  • Culturally insensitive or offensive content
  • Vulgar or offensive language, obscenities and/or adult content
  • Discriminatory content
  • Generally offensive content

Language of Content

• All content must be in the English language. If content needs to be published in the local native language, a secondary site with the exact same content portrayed in the English language must be published.

Contact Information

• There should be no personal details, pictures or personal contact information published in any Online Advertising.
• The Online Advertising must make it clear that the website is being managed by a Rheem appointed business partner and only the official contact information of the Approved Partner must appear on the website.

Public Comments

• The following will apply to all Online Advertising where public comments are allowed:
  • Any inappropriate comments made must be deleted immediately, with an explanation stating that the comment was deleted as it was considered inappropriate.
  • A reply to all public comments and inquiries must be made within 24 hours of the original posting.
  • Any and all media inquiries should be directed to a pre-approved email address and should not be answered through Online Advertising. Any response to a media inquiry must be pre-approved in writing by Rheem.

Reservation of Rights

• Notwithstanding anything in these Guidelines, Rheem hereby reserves the right to:
  • Require the Approved Partner to publish any content of its choosing on the Online Advertising.
  • Take over the running and management of all Online Advertising at any point in time for any reason what-so-ever.
  • Change or amend these Guidelines at any point in time with or without notice to the Approved Partner.

Compliance and Enforcement

Compliance with these Guidelines is mandatory. Violations may result in disciplinary action, up to and including termination of the agreement allowing the Approved Partner to advertise Rheem products on behalf of Rheem. The unauthorized disclosure of Rheem’s Confidential Information on Online Advertising may be cause for disciplinary action, up to and including termination of the business relationship.

Standard Terms of Sale (Commercial Projects)

Rheem Manufacturing Company (Singapore) Pte Ltd,

8 Pandan Crescent,

#02-02, Singapore 128464

NOTICE: Sale of any Products is expressly conditioned on the Buyer's unconditional acceptance of these Commercial Projects Standard Terms of Sale (hereinafter the “Standard Terms of Sale”). Seller objects to, and rejects, any additional or different terms proposed by the Buyer. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Sale shall not be binding on either party. Any purchase order submitted by Buyer shall constitute the Buyer’s unconditional acceptance of these Standard Terms of Sale and Seller’s acceptance of and performance under the said purchase order, or a quotation or sales order confirmation issued by the Seller shall be governed solely by these Standard Terms of Sale, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Buyer. Unless otherwise stated in Seller’s quotation, each quotation issued by Seller to Buyer shall expire within 30 days from the quotation’s date and may be modified or withdrawn at any time by Seller before receipt of the Buyer’s acceptance, or expiry of the quotation, whichever is earlier.

1. Definitions.

1.1 The following definitions shall apply to these Standard Terms of Sale:

"Buyer" means the entity to which Seller is selling the Products.

“Products” means all equipment, parts, materials, supplies, and other goods that Seller has agreed to supply to Buyer.

"Seller" means Rheem Manufacturing Company (Singapore) Pte Ltd

2. Payment.

2.1 Unless otherwise agreed between the parties, payment for the Products sold by Seller to Buyer for an invoice value above USD 100,000 shall be secured by an irrevocable letter of credit satisfactory to the Seller, established by the Buyer in favour of the Seller immediately upon receipt of the Seller's acceptance of the Buyer's order and confirmed by an international bank acceptable to the Seller. The letter of credit shall be for the price payable for the Products (together with any tax or duty payable) to the Seller and shall be valid for six months. The Seller shall be entitled to immediate cash payment on presentation to such bank of the documents required for release of funds under the letter of credit.

2.2 For orders with an invoice value less than USD 100,000 Buyer shall pay 50% in advance, within 20 calendar days of confirmation of the order by the Seller, and the remaining 50% upon notification by Seller that the Products are ready to be shipped, and in any case, before Ex-Works Goods Readiness for dispatch.

2.3 Buyer’s possession of a Seller Price List does not constitute an obligation on the part of Seller to sell at the prices specified on said Seller Price List and Seller reserves the right to change prices at any time with or without notice to the Buyer. Prices in effect on the date of confirmation of purchase order shall apply. Buyer shall pay Seller all invoiced amounts in US dollars. Should Buyer dispute an invoice, Buyer must notify Seller in writing of the dispute within 15 days after the date on the invoice in question or said dispute will be invalid. Buyer shall pay all of Seller’s costs (including, without limitation, attorney’s fees and court costs) to collect past due amounts. Buyer shall not be entitled to applicable discounts, rebates, freight deductions or other allowances on any orders placed while Buyer’s account is past-due.

2.4 All orders are subject to Seller's Credit Department approval and, if accepted by Seller, are accepted with the understanding that they are subject to Seller's ability to ship. Seller reserves the choice of transportation facilities and shipping point. Buyer’s orders are also subject to Seller’s order policies at the time of the order, including, without limitation, any applicable minimum order quantities, special handling charges, freight policies, etc.

2.5 If at any time Seller reasonably determines that Buyer's financial condition does not justify the continuation of Seller’s performance, Seller may require immediate full or partial payment and/or shall be entitled to suspend or terminate the order without any liability to the Buyer whatsoever.

3. Taxes and Duties.

3.1 The prices for the Products are subject to the addition of, and Buyer is responsible for, any applicable tax, duty, fee, or other charge of any nature imposed on the sale of the Products. All payments due and payable by Buyer to Seller hereunder shall be made in the full amount of the Product price, free and clear of all set-offs, deductions and withholding for taxes, duties, fees, or other charges of any nature.

4. Delivery; Title Transfer; Risk of Loss; Storage; Returns; Freight.

4.1 Unless agreed otherwise by the parties in a quotation or sales order confirmation issued by the Seller (and duly acknowledged by the Buyer), Seller shall deliver Products to Buyer FOB Seller’s shipping point (Incoterms 2010). Except for those obligations that are consistent with Incoterms specifically stated above, Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt, failing which, the order shall be considered fully delivered in accordance with the terms agreed between the parties. Seller may deliver any or all Products in advance of the delivery schedule.Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without interruption.

4.2 Risk of loss of Products shall pass to Buyer as per the Incoterm stated in Section 4.1, above, or a quotation or sales order confirmation issued by the Seller (and duly acknowledged by the Buyer), as the case may be, and thereafter all risk of loss or damage shall be borne by Buyer. Title to the Products shall pass to the Buyer upon receipt of full payment for the Products by the Buyer.

4.3 If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer, if they had not already passed earlier; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) all expenses and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be fully and unconditionally payable by Buyer upon submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.

4.4 Where Seller arranges freight with respect to an order, shipment shall be freight prepaid and/or charged, arranged via a carrier selected by Seller. Seller reserves the right to select carrier, routing, shipping point, and method of shipment. Freight allowances will not include, and Buyer will be responsible for, any additional charges for service performed by carrier not included in road haul rates, such as stop-off charges, detention of carrier’s equipment, redeliveries, re-consignments, unloading, etc.

4.5 Any and all return of Products to Seller shall be subject to the Seller’s return policy applicable and in force at the time when the return request is made. In no event may Buyer return Product to Seller without (i) submitting the return request to Seller in accordance with Seller’s return material authorization procedures applicable and in force at the time when the return request is made, and (ii) obtaining prior written authorization from Seller, which Seller may opt to give or not give in its sole discretion. Each return will be subject to a restocking charge in accordance with Seller’s terms at the time of the return.

5. Force Majeure.

5.1 Seller shall not be liable nor in breach or default of its obligations to the extent that performance of Seller’s obligations is delayed or prevented, directly or indirectly, due to causes beyond Seller’s reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, Seller shall be entitled to an equitable price and performance time adjustment.

6. Compliance with Laws.

6.1 The Product price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry specifications, codes, standards, applicable laws or regulations.

6.2 Buyer acknowledges and agrees that each Product (together with any software, technology, documents, and other material that may be embedded therein or provided therewith, the “Items”), may be subject to the export controls of the United States government (including but not limited to the United States Export Administration Regulations and the regulations, executive orders and other rules administered by the Office of Foreign Assets Control), of the government of any country in which Buyer is organized and/or located, and of any government in the Territory. Buyer acknowledges and agrees that it shall not export any Items under any circumstance, nor cause or allow any Items to be exported by any third party.

7. Limited Warranty.

7.1 Seller shall provide a limited warranty on the Products against defects in design or manufacturing for a period of 12 months from the date of delivery.

7.2 SAVE FOR THE PROVISIONS OF SECTIONS 7.1 ABOVE, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE BUYER OR TO ANY OTHER PERSON. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

8. Limitation of Liability.

8.1 In no event shall the total liability of Seller and its affiliates for all claims arising out of or relating to the sale or use of the Products or any order exceed the price paid by Buyer for the specific Products giving rise to the claim. Buyer must commence any legal proceedings in relation to the sale not later than one year after the delivery of the Products. The limitations and exclusions in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.

8.2 Seller shall not be liable for loss of profit or revenues, loss of product, loss of use of Products or any associated equipment, interruption of business, cost of capital, cost of cover, downtime costs, increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages. Furthermore, Seller shall not be liable for any advice or assistance that is not required and paid for under the order.

8.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Standard Terms of Sale.

9. Governing Law; Dispute Resolution.

9.1 The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Sale and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of Singapore, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement.

9.2 All disputes, claims or controversies arising out of or relating to these Standard Terms of Sale or the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall be resolved in accordance with this subsection and subsection 9.1 above, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within 20 calendar days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator. The seat of arbitration shall be Singapore. The language of the arbitration shall be English. The parties expressly consent to arbitration and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.

10. Changes.

10.1 Buyer may not change any aspect of an order without Seller’s written approval.

10.2 All Products delivered shall conform to Seller’s part or version number specified or, at Seller’s sole option, its equivalent or the superseding number subsequently assigned by Seller. If the number ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer.

11. General Clauses.

11.1 Products sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use Products for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability arising out of or in connection with any nuclear or other damages, injury or contamination, and in addition to any other legal or equitable rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against any such liability. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which are acceptable to Seller under the then current laws that apply.

11.2 Seller may assign or novate its rights and obligations under the order, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to effect Seller’s assignment or novation. The delegation or assignment by Buyer of any or all of its duties or rights under the order without Seller’s prior written consent shall be void.

11.3 If any provision of these Standard Terms of Sale is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.

11.4 The following Sections shall survive completion, termination or cancellation of the order: 2, 3, 4, 5, 6, 7, 8, 9, and 11.

11.5 These Standard Terms of Sale, together with Seller’s final quotation, order acknowledgement and/or proforma invoice, represent the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by the parties’ authorized representatives. Save for (1) any terms relating to quantity, shipping point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a quotation or sales order confirmation issued by the Seller, and (2) any terms expressly agreed in a signed distribution agreement by Buyer and Seller, these Standard Terms of Sale shall prevail over any conflicting or inconsistent terms and conditions.

Standard Terms of Purchase

Rheem Manufacturing Company (Singapore) Pte Ltd,

8 Pandan Crescent,

#02-02, Singapore 128464

NOTICE: Purchase of any Products is expressly conditioned on the Seller's unconditional acceptance of these Standard Terms of Purchase. Buyer objects to, and rejects, any additional or different terms proposed by the Seller. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Purchase shall not be binding on either party. Any purchase transaction between Buyer and Seller shall be subject these Standard Terms of Purchase, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Seller.

1. Definitions.

1.1 The following definitions shall apply to these Standard Terms of Purchase:

"Buyer" means Rheem Manufacturing Company (Singapore) Pte Ltd

“Products” means all products which Seller has agreed to supply to Buyer

"Seller" means the entity from which the Buyer is purchasing the Products

2. Payment.

2.1 Payment terms for sale of all Products shall be 75 days from the receipt of the original invoice by the Buyer.

3. Taxes and Duties.

3.1 The prices for the Products may not be changed once the prices are agreed to by Buyer.

4. Delivery; Freight.

4.1 Seller shall deliver Products to Buyer’s designated delivery point. The cost of all transport and/or shipping shall be borne by the Seller. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer shall not be obliged to pay for these Products until the correct Products are supplied by the Seller. In such a case, Buyer may, in its sole discretion, choose to terminate the contract without any penalty or liability to the Seller.

5. Warranty.

5.1 Seller shall warrant all Products for a minimum of 12 months from the date of delivery, or for such longer time as agreed between the Parties.

6. Limitation of Liability.

6.1 In no event shall the total liability of Buyer and its affiliates for all claims arising out of or relating to the purchase of the Products exceed the price to be paid by the Buyer for the specific Products giving rise to the claim. Seller must commence any legal proceedings in relation to the transaction not later than six months after the delivery of the Products. The limitations and exclusions in this article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.

6.2 Buyer shall not be liable for loss of profit or revenues, loss of product, or for any special, consequential, incidental, indirect, punitive or exemplary damages to Seller.

6.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Standard Terms of Purchase.

7. Governing Law; Dispute Resolution.

7.1 The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Purchase and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of Singapore, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement.

7.2 All disputes, claims or controversies arising out of or relating to these Standard Terms of Purchase or the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall be resolved in accordance with this subsection and subsection 7.1 above, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within 20 calendar days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The parties expressly consent to arbitration and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.

8. Changes.

8.1 Seller may not change any aspect of an order without Buyer’s written approval.

9. General Clauses.

9.1 If any provision of these Standard Terms of Purchase is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.

9.2 Save for (1) any terms relating to quantity, shipping point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a purchase order or proforma invoice, and (2) any terms expressly agreed in a signed agreement by Buyer and Seller, these Standard Terms of Purchase shall prevail over any conflicting or inconsistent terms and conditions.