www.chintpowersystems.com ii Rev 1.2 (Jun 24, 2019)
Limited Warranty
1. SCOPE
The Terms and Conditions (“Terms”) contained herein shall apply to all Chint Power Systems America Co.’s sales (“Chint Power”) of Battery Energy Storage Systems (“Products”),
with the sole exception being a conict between these Terms and a Sales Agreement (a separate signed agreement for business between the Parties) signed by Chint Power
and Buyer (Chint Power and Buyer may be referred to individually as a “Party” or collectively as the “Parties”). These Terms apply in lieu of (a) any course of dealing between the
Parties, (b) any usage of trade in the industry, and (c) all quotations, sales orders, purchase orders, or other procurement documents or communications (collectively, “Purchase Or-
ders”). These Terms may in some instances conict with the terms and conditions afxed to a Purchase Order. In such case, these Terms shall govern, and acceptance of Buyer’s
Purchase Order is conditioned upon Buyer’s acceptance of these Terms, irrespective of whether the Buyer accepts these Terms by a written acknowledgment, or by implication, or
acceptance and payment of Products ordered hereunder. Chint Power’s failure to object to provisions contained in any Purchase Order from Buyer shall not be deemed a waiver of
these Terms. Any changes in these Terms must specically be agreed to in writing signed by an authorized representative of Chint Power before becoming binding on either Party.
2. PRICE, TAXES AND QUOTATIONS
All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty or other tax applicable to the manufacture or sale of any
Product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certicate. Unless otherwise agreed to in writing by the parties, prices
quoted are valid for thirty (30) days from date of issuance.
3. DELIVERY
Unless otherwise agreed in writing, sales are FOB Ponca City, Oklahoma (Incoterms 2000). Chint Power may deliver Products in one or more consignments and invoice each
consignment separately. Delivery time is not of the essence. If Buyer provides a rolling forecast to Chint Power, delivery lead-time time can be shortened.
4. PAYMENT TERMS
Unless otherwise agreed in writing by Chint Power, terms of payment shall be:
(a) One hundred (100%) payment prior to shipment of the order.
(b) Any late payment shall bear interest at the rate of one percent (1%) per month (12% simple interest per annum) or the maximum rate allowed by applicable law, whichever
is less, and shall be calculated and due on a monthly basis starting on the due date of payment and ending on the actual date Chint Power receives full payment. Time is of the
essence for all amounts due and payable.
(c) Any order received by Chint Power is subject to credit approval and may be cancelled at Chint Power’s sole discretion if Buyer’s credit standing is not satisfactory to Chint Power
or becomes unsatisfactory to Chint Power for any reason at any time prior to delivery of the Products.
5. NON-CONFORMING DELIVERY AND RISK OF LOSS
(a) Inspection. Buyer’s failure to give Chint Power written notice specifying any claim, including any defects, quantity shortages, incorrect Product or shipments, or other objection
within seven (7) days of receipt of each shipment, which Buyer agrees is a reasonable time for such inspection and notice, shall be deemed as full and nal acceptance of such
Products, a “conforming delivery” as provided in Article 2 of the Uniform Commercial Code, and a waiver of all right to return Products, subject to Buyer’s sole rights and remedies
under the express Warranty, attached hereto as Exhibit A.
(b) Security Interest. Chint Power shall retain a security interest in the Products until Buyer has fully and timely paid all sums due Chint Power for the Products. Buyer agrees on
demand to execute and deliver to Chint Power any additional documents (including nancing statements, security agreements, etc.) as Chint Power may reasonably require for
this purpose. Chint Power may, at its sole option, le of record a copy of these Terms, any other agreement between the Parties, and/or one or more UCC-1 nancing statements
reecting its security interest (if any) in Product(s).
(c) Risk of Loss and Title. Risk of loss and title shall pass to Buyer as soon as the Product(s) have been received by the assigned transport agent.
6. ORDER CANCELLATION AND DEFAULT
a. Buyer’s Cancellation for Convenience. Buyer may cancel any order for convenience on the following terms:
(i) for standard Products, more than 30 days before the Conrmed Shipping Date (date dened in CPS order acknowledgment), Buyer may cancel or reschedule a Product without
penalty only if the cancellation or rescheduling is made in writing and received by Chint Power more than thirty (30) days prior to the Conrmed Shipping Date;
(ii) for standard Products on or less than 30 days before the Conrmed Shipping Date, Buyer may cancel or reschedule a Product only if a duly authorized representative of Chint
Power approves such cancellation or rescheduling in writing, and this may be subject to certain charges, which include, but are not limited to, Chint Power’s actual costs incurred
prior to receipt of the written cancellation or rescheduling notice;
(iii) for nonstandard parts, custom Products, or standard parts with minimum usage, Buyer shall not cancel or reschedule the order.
(iv) Products may not be returned after shipment to Buyer except as expressly provided in these Terms.
b. Chint Power’s Like Manner Cancellation. Any order that can be canceled or rescheduled by Buyer pursuant to paragraph 6(a)(i) or (ii) may be canceled or rescheduled by Chint
Power if notice is provided to Buyer.
c. Default/Remedies. “Default” by Buyer shall include the following:
(i) Buyer’s failure to fully make any payment when due, or its breach or default in the performance of any obligation term, condition, or covenant;
(ii) Buyer’s provision of any materially incorrect or misleading information to Chint Power;
(iii) Buyer dies, terminates its business, ceases business or operations; becomes insolvent or makes an assignment for the benet of creditors;
(iv) Buyer is adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, applies for or consents to the appointment of a receiver, trust-
ee, or liquidator of all or a substantial part of its assets (including, without limitation, a petition for reorganization, arrangement, or extension) whether or not under any bankruptcy or
insolvency law or law providing for the relief of debtors;
(v) Buyer becomes unable to meet its nancial obligations in the normal course of business;
(vi) Buyer admits an inability to pay its debts; and/or
(vii) Buyer attempts to sell or lease Product(s) or permits Product(s) to become encumbered if Buyer has not fully paid Chint Power for such Product(s).
In the event of Default, Chint Power shall have the right to exercise any one or more of the following remedies with or without legal process or notice to Buyer or any guarantor and
without liability to Chint Power:
(i) to declare the entire amount of any payment immediately due and payable as to any or all Product(s), without notice or demand to Buyer;
(ii) to sue for and recover all payments, then accrued or thereafter accruing, including any direct and indirect damages, costs (including transportation costs), expenses, and
attorneys’ fees, with respect to any or all Product(s);
(iii) to cancel any unnished order(s) and/or stop any delivery that is in progress;
(iv) to withhold any Product(s) and/or enter upon any premises where Product(s) may be and take immediate possession of any or all Product(s) without demand, notice, or legal
process, wherever it/they may be located (Buyer hereby waives any and all damages occasioned by such taking of possession);
(v) to terminate any agreement as to any or all Product(s);
(vi) to resell any Product(s) subject to an order and hold the Buyer responsible for all damages;
(vii) to make any needed payments and collect same from Buyer;
(viii) retain any and all prepayment(s) and security deposit(s) received from or on behalf of Buyer; and/or
(ix) to pursue any other remedy at law or in equity.
7. LIMITED LIABILITY
IN NO EVENT SHALL CHINT POWER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER FOR
CLAIMS, DISPUTES, CAUSES OF ACTION, INCLUDING CLAIMS THAT MAY ARISE UNDER THE UNIFORM COMMERCIAL CODE, NEGLIGENCE OR OTHER TORT, OR