Except as otherwise agreed to in writing by HD Hyundai Electric America Corporation ("Supplier"), the following terms and conditions (“Terms”) shall apply to Supplier’s offer of sale (“Offer”) of the equipment, parts, or software (“Goods”) to the customer or person or entity purchasing the Goods (“Buyer”). For purposes of the Terms, Offer means all written quotations in which the Terms are referenced, unless waived or modified in a signed writing by Supplier, and all resulting contracts.

ACCEPTANCE: Buyer’s written order accepting this Offer of Goods (“Order”) or written direction to Supplier to proceed with engineering, procurement, furnishing, manufacturing, shipment or delivery of such Goods, shall constitute agreement to only these Terms. Acceptance of this Offer by Buyer must be expressly limited to these Terms. Any additional or contrary terms in Buyer’s written purchase order, acknowledgment and other written direction will constitute a material alteration which Supplier objects to and rejects., Trade custom and/or usage are superseded by these Terms and shall not be applicable to broaden or narrow the express terms of this Offer or used otherwise in its interpretation.

PRICES: Prices are in United States Dollars and those in effect at the time of Order. Buyer’s Order will be entered promptly upon acceptance by Supplier and will not thereafter be subject to Cancellation nor to Deferment of Deliveries without Supplier’s written consent, except upon Terms which take into proper account the work already done and commitments made by Supplier. Prices include the Supplier’s standard packing for domestic shipments. Buyer’s payment of Supplier invoices containing clerical, or pricing errors will not relieve Buyer’s obligation to make full payment.

TAXES: Prices do not include any federal, state, municipal, or local property, license, privilege, business, occupation, stamp, documentary, sales, use, excise, gross receipts, duties, custom charges, value added or other similar taxes, fees or charges (“Taxes”) which may now or hereafter be imposed by any governmental authority on the Goods, or services, related to the transaction between Supplier and Buyer. If Buyer holds a direct payment permit or claims an exemption from Taxes, Buyer shall provide Supplier with documentation acceptable to the taxing authorities involved. Otherwise, Buyer agrees to pay or reimburse Supplier any Taxes which Supplier or Supplier's subcontractors or suppliers are required to pay. Under no circumstances shall Supplier be responsible for any income and/or payroll taxes attributable to Buyer and/or Buyer’s subcontractors. Buyer hereby agrees to indemnify Supplier for any liability arising out of income and/or payroll taxes attributable to Buyer and/or its subcontractors.

PAYMENT: Subject to credit approval by Supplier, all invoices shall be paid in full in United States dollars within thirty (30) days after the date of Supplier’s invoice. Supplier shall invoice Buyer for the full purchase price of Goods shipped upon delivery of such Goods in accordance with the applicable INCOTERMS® 2020. In the event progress payments are required, Supplier shall invoice Buyer for such progress payments upon completion of the applicable milestone. If, in the judgment of Supplier, the financial condition of Buyer at any time prior to delivery does not justify the terms of payment specified in an Order, Supplier may require payment in advance, progress payments, payment security satisfactory to Supplier, or may terminate the Order and Buyer shall be liable for cancellation charges in accordance with the termination provisions provided herein. If delivery is delayed by Buyer, payment shall be due thirty (30) days from the date Supplier is prepared to make delivery. In the event Buyer fails to make payment by the date provided herein, Buyer agrees that any unpaid portion of the purchase price shall bear interest at the rate of six percent (6%) per annum above the six-month LIBOR base rate calculated from time to time. The interest period shall run from the due date for payment until receipt of the full amount by Supplier whether before or after judgment.

DELIVERY: Unless otherwise stated, delivery will be made FOB point of shipment. Shipping dates are approximate and are based on the prompt receipt of all necessary information from Buyer. Upon such delivery, title to such Goods shall pass to Buyer. Buyer shall promptly inspect all Goods for quantity differences, damages and nonconformity. Buyer shall be deemed to have accepted all Goods not rejected within fourteen (14) days following delivery. Following acceptance, all claims of defect or non-conformity shall be governed by the WARRANTY provisions herein. In the event Buyer requests an extension of the delivery date and Supplier, in its sole discretion, agrees to extend such date, Supplier may upon written notice place such Goods in storage either at a Supplier operated facility or at another location. In such events, (1) all costs incurred by Supplier in connection with such storage, including, without limitation, costs of preparing such Goods for storage, placement into storage, handling, storage/demurrage, inspection, preservation and insurance (or if storage shall be at a Supplier operated facility, reasonable storage costs not to exceed five percent (5%) of the total price of the Goods being stored for each month of storage), shall be due and payable by Buyer upon receipt by Buyer of Supplier's invoices, and (2) Supplier's delivery obligations shall be deemed fulfilled and title and risk of loss to the Goods shall pass to Buyer, if it has not already passed, and (3) when conditions permit and upon payment of all amounts due hereunder, the parties shall arrange for shipment in accordance with delivery terms of the Order.

ANTI-BRIBERY: The Buyer warrants and represents that it has and will continue to comply with all applicable laws, statutes, regulations and codes relating to bribes or improper payments to foreign public officials, including but not limited to the laws of the Republic of Korea, the United States Foreign Corrupt Practices Act, and the UK Bribery Act 2010; and that it will promptly report to Supplier any request or demand for any undue financial or other advantage of any kind received by Buyer in connection with the performance of this Terms.

FORCE MAJEURE: If the performance by either Party of any of its obligations, except the obligation to make payment, shall be in any way prevented, interrupted or hindered in consequence of an act of God, war, civil disturbance, strike, lockout, epidemic, pandemic, quarantine, announcement or issuance of new or modified instruction, regulation, legislation or restriction of any governmental or state entity (“Change in Law”), non-performance by suppliers or subcontractors caused by reasons due to the Force Majeure Event, or other circumstances beyond the control of such Party and which could not have reasonably been foreseen (a “Force Majeure Event”), the obligations of the Party affected shall be wholly or partially suspended during the continuance and to the extent of such prevention, interruption or hindrance. The Parties expressly agree that each Party shall bear their own costs in connection with any Force Majeure Event; provided, however, that in case the Change in Law outside of the country or state where Supplier is located causes additional cost to Supplier in performing the Order, the Buyer shall reimburse such cost. Supply may terminate the Agreement in respect of an Order, without any liability accruing to Supplier or the Buyer, if the Force Majeure Event persists for more one hundred and eighty (180) days in the aggregate.

WARRANTY: Unless a different warranty is stated herein, affixed to the Goods by the manufacturer or Supplier, or is specified in writing in any maintenance or operating instructions pertaining to such Goods, Supplier warrants the Supply will be free from defects in workmanship and materials under normal use for twelve (12) months after Delivery. The warranty period for stock motors is thirty-six (36) months from the date of invoice. Motors less than 30 horse power are covered under a “No Fault” warranty. This warranty claim is offered one time per end user, per application. If there is more than one failure, the standard warranty process will be followed. All IEEE841 stock motors have a 5-year warranty. During the aforesaid Warranty Period, Supplier shall, at its option and expense, promptly repair such defective Supply or replace such defective Supply with equivalent Supply. The foregoing remedies are the exclusive remedies available to the Buyer for any defect in the Supply. This warranty shall not apply to: (i) any defects caused or induced by damage from unreasonable use (accident, fire or other casualty, misuse, negligence, incorrect wiring); (ii) any use or installation not in conformance with written instructions furnished by Supplier; (iii) any defects occurring because of modifications to Supply not authorized in writing or supplied by Supplier or because of improper storage or handling of the Supply; or (iv) any deficiency attributable to normal wear and tear. THE FOREGOING OBLIGATION TO REPAIR, REPLACE, UPDATE OR REFUND THE PURCHASE PRICE PAID FOR THE GOODS SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER, ITS CUSTOMERS AND USERS OF THE GOODS FOR THE BREACH OF THE FOREGOING WARRANTY. SUPPLIER SHALL HAVE NO OBLIGATION TO DISASSEMBLE ANY NONCONFORMING GOODS OR TO INSTALL ANY REPAIRED OR REPLACEMENT PART, EQUIPMENT OR SOFTWARE OR TO PAY ANY COSTS INCURRED IN CONNECTION WITH SUCH DISASSEMBLY OR INSTALLATION. THERE ARE NO OTHER WARRANTIES OR CONDITIONS AND SUPPLIER HEREBY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS, STATUTORY AND IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS, AS APPLICABLE, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

PATENTS: Supplier shall defend any suit or proceeding brought against Buyer to the extent it is based upon a claim that the Goods furnished pursuant to this Order infringe any patent of the country in which the Goods are delivered to Buyer, if notified promptly in writing and given authority, information and assistance at Supplier's expense for the defense of such suit or proceeding, and Supplier shall pay all damages and costs awarded therein against Buyer. In the event such Goods are finally determined in such suit to infringe any such patents and the use of such Goods is permanently enjoined, Supplier shall, at its expense, and at its option: (1) procure for Buyer the right to continue using said Goods; (2) replace the same with non-infringing Goods; (3) modify such Goods to be non-infringing; or (4) remove such Goods and refund the purchase price thereof, less a reasonable charge for depreciation. The foregoing states the entire liability of Supplier for patent infringement by the Goods. Notwithstanding the foregoing, Supplier shall have no obligation to defend any suit or proceeding brought against Buyer to the extent it is based, in whole or in part, upon a claim that any application, method or process in which the Goods furnished by Supplier are used constitutes an infringement of any patent. Supplier shall have no liability or obligation to Buyer of any kind with respect to any such claim or with respect to any damages or costs awarded or any determination of infringement made on the basis of any such claim. In addition, the foregoing provisions shall not apply to any Goods manufactured to Buyer's design. As to such Goods or such claims, damages or costs, Supplier assumes no liability whatsoever for patent infringement and Buyer shall indemnify, defend, and hold Supplier harmless from and against all claims, damages, obligations, liabilities and suits (and all associated costs and expenses, including, without limitation, attorneys' fees and costs of litigation) arising as a result of the alleged infringement of patent rights caused by the manufacture or sale by Supplier of such Goods.

CONFIDENTIALITY: Buyer understands that it may receive or otherwise be exposed to Supplier’s trade secrets, business, proprietary and/or technical information, and also including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by Supplier, and all derivatives, improvements and enhancements to any of the above, in addition to all information Supplier receives from others under an obligation of confidentiality (individually and collectively “Confidential Information"). Buyer acknowledges that the Confidential Information is the sole, exclusive and extremely valuable property of Supplier. Accordingly, Buyer agrees not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party.

TERMINATION: Buyer may terminate the Order for its convenience only upon written notice to Supplier and upon payment to Supplier of cancellation charges in accordance with the cancellation schedule provided in the Order, or if none is provided, reasonable and proper termination charges, including but not limited to, all costs incurred prior to the notice of termination and all expenses incurred by Supplier attributable to the termination, plus a fixed sum of ten (10) percent of the Order price to compensate for disruption in scheduling, planned production and other indirect costs (“Cancellation Charges”). If an Order is suspended at Buyer’s request or by virtue of Buyer’s failure to respond to submittals or requests for information and such suspension exceeds an aggregate of sixty (60) days, Supplier may immediately terminate the Order and treat the suspension as a termination for Buyer’s convenience subject to Cancellation Charges; or at Supplier’s option, elect to charge Buyer for engineering or other costs as incurred by Supplier, retaining the right to terminate the Order and assess Cancellation Charges if such suspension continues. No termination by Buyer for default shall be effective unless, within fourteen (14) days after receipt by Supplier of Buyer’s written notice specifying such default, Supplier fails to commence and diligently pursue correction of such default.

RETURN OF GOODS: No product or part shall be returned to the Seller without written authorization and shipping instructions first having been obtained from the Seller. Returns may be subject to freight charge and/or restocking charge, as circumstances dictate.

LIABILITY: The total liability of Supplier for any loss, damage, or claim, whether in contract, warranty, tort (including negligence and strict liability), or otherwise, arising out of or relating to this Offer or any contract based upon this Offer, shall not in any event exceed the price allocable to the Goods or service which gives rise to the loss, damage, or claim (except as further limited under the WARRANTY and PATENT provisions herein). Notwithstanding the foregoing, in no event shall Supplier be liable under any theory of recovery, including, without limitation, contract, warranty, or tort (including negligence and strict liability) for any indirect, incidental, special, exemplary, punitive, liquidated or consequential damages, including, without limitation, loss of profits, business, or information; loss of use of the Goods or any associated equipment; costs of capital, substitute Goods, facilities or services; costs of down time or labor; or claims of Buyer’s customers for such damages, even if Supplier was advised of the possibility of such damages.

NUCLEAR USE: The Goods described herein shall not be used in conjunction with, or as a part of, any activity or process involving nuclear fission or fusion or any use or handling of any material defined in Chapter 2 of the U.S. Atomic Energy Act of 1954, as amended, unless Buyer, at its expense, arranges for insurance and indemnity (governmental and Buyer) satisfactory to Supplier protecting Supplier against liability of any kind and agrees to such other terms as Supplier may require with respect to sales of Goods for nuclear use.

GOVERNING LAW: Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be finally resolved and settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat and venue of arbitration shall be Atlanta, Georgia, and the arbitration shall be conducted in English. The seat and venue of arbitration is Seoul, Korea, and the arbitration shall be conducted in English. The arbitration award may be entered in any court of competent jurisdiction. The law of this arbitration clause is the law of the seat. This Agreement shall be interpreted in accordance with, and governed by, the laws of the State of Georgia.

SEVERABILITY: The Parties hereby agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses contained herein. Accordingly, if one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable, including for reasons of being excessively broad as to scope, activity, subject or otherwise, the Parties agree that the appropriate judicial or arbitral body shall limit or reduce the provision to the minimum extent necessary to render the provision compatible with applicable law. As a last resort, the judicial or arbitral body may exclude the provision, but such exclusion shall not affect the validity of the remainder of the Agreement.