R E F ERENCE O-50 | www.hubbell.com/burndy 1. Applicability. Burndy, LLC (“Seller") hereby offers for sale to the buyer named on the face hereof ("Buyer") the products listed on the face hereof (the "Products") on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected and if these terms and conditions differ from the terms of Buyer’s offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of Products provided hereunder will constitute Buyer’s acceptance of these terms and conditions. This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of the Products. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by Seller and Buyer. Seller's failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Seller. 2. Prices. Prices in written quotations issued by Seller are valid for thirty (30) days. All other prices are subject to change at any time, unless otherwise expressly agreed by Seller. Any prices shown in published literature are maintained as a general source of information and are not quotations or offers to sell. Seller reserves the right to make corrections due to typographical, clerical or engineering errors or due to incomplete or inaccurate information from Buyer. Prices for accepted orders may change due to customer order, quantity, material or engineering changes. 3. Taxes. Prices do not include any state, local, use or excise taxes, duties or other charges now or hereafter imposed for which Seller may be liable as a result of the sale, use or delivery of the Products (“Taxes”). In the absence of proper evidence of exemption supplied by Buyer to Seller, Buyer will be responsible for any and all such Taxes. 4. Minimum Order Quantity. Orders are subject to standard package sizes. 5. Payment Terms. Subject to credit approval, unless otherwise specified on the quotation or invoice, payment terms shall be Net 30 days from the date of invoice. All payment shall be in US dollars. If Buyer fails to pay any amounts when due, Buyer agrees to pay Seller interest thereon at a periodic rate of the greater of the maximum percentage allowed by law or 1% per month. Buyer will also be responsible for all costs and expenses, including attorneys’ fees incurred by Seller in collecting any overdue amounts or otherwise enforcing Seller’s rights hereunder. 6. Shipping and Delivery. Estimated delivery dates are provided in the quotation or acknowledgment, and shall not represent a fixed or guaranteed ship date. Unless otherwise agreed to by Seller, Seller reserves the right to ship at its convenience and/or ship and invoice for partial orders. All deliveries are FCA Seller’s location (INCOTERMS 2010); freight may be pre-paid and added to invoice. Seller may stop delivery of Products in transit and/or withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform under these terms. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Seller shall not be responsible for any damages resulting from delay. If delivery is delayed due to any cause within Buyer’s control, Seller may place the Products in storage at Buyer’s risk and expense and for Buyer’s account. 7. Title and Risk of Loss. Title and risk of loss to the Products shall pass to Buyer upon delivery by Seller to the carrier. 8. Cancellations. Returns. Orders may not be cancelled or modified once accepted by Seller unless agreed upon in writing by Seller. Any cancellation or return of Products shall be subject to Seller’s return policies, and may be subject to Seller’s cancellation or restocking fee. Seller’s restocking policy is available upon request. Non-stock or special order items are non-cancellable and non-returnable. No returns shall be permitted without a Return Material Authorization (RMA). 9. Packaging. Allocation. All Products are packaged in accordance with Seller’s standard packaging, unless otherwise agreed upon by the parties. Additional or modified packaging requirements may result in an increase in price. In the event of inability for any reason to supply the total demand for the materials or Products specified, Seller may allocate its available supply among any or all purchasers, at its discretion and without liability for failure of performance that may result therefrom. 10. Tooling. Any tooling required for an initial order will be billed to Buyer. Any Non-Recurring Engineering (NRE) charges invoiced by Seller shall not be deemed to grant any right, title or interest in any tools, dies, jigs, fixtures and items of like nature, or in any design, engineering, trade secret, patent or other proprietary rights embodied in the tooling, upon Buyer’s payment of such charges and such items shall at all times be, and remain, the property of Seller. 11. Warranty. 11.1 Seller warrants that the Products will perform substantially in accordance with Seller’s published specifications (or other applicable specifications as agreed upon in writing by Seller) and will be free from defects in material and workmanship, when subject to normal, proper and intended usage by properly trained personnel, for the following warranty period, which shall begin on the date of shipment by Seller (the “Warranty Period”): (a) Tools: The Warranty Period shall be as specified in the product literature or, if no period is so specified, five (5) years; (b) UL Listed Products: the Warranty Period shall be two (2) years; (c) for all other products, the Warranty Period shall be 30 days. (d) For UL Certified Compression Connection (the “Connection”), provided that the Connection is made using (i) a recommended and properly calibrated tool, (ii) a recommended and properly calibrated die set, and (iii) a compression connector manufactured by Seller and specified in the UL Listing for such connection, and Buyer otherwise complies with the requirements set forth in the applicable UL Listing, Seller warrants that the Connection will conform with the UL Listing for a period of 5 years from the date the Connection is made, provided such Connection is made within one year of the purchase of the connector used in the Connection. 11.2 Remedies. During the Warranty Period, Seller agrees to repair or replace, at Seller’s option, Products in order to ensure that the Products perform in accordance with the applicable specifications provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Buyer with a RMA. Buyer may return the defective Products to Seller with all costs prepaid by Buyer. In case of a defect in the Connection during the Warranty Period, Seller shall replace the connector used to make such connection. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions herein. Any consumables, including but not limited to, bulbs and batteries, are excluded from warranty. Seller will have no obligation to make repairs, replacements or corrections which are defective as a result of: (i) normal wear and tear, (ii) Buyer’s misuse, fault or negligence, (iii) use of the Products in a manner for which they were not designed, or (iv) improper storage, maintenance, installation and handling of the Products, and in the case of the Connection, Buyer’s failure to use Seller’s Tool, connector and die set Products, as specified in 11.1 (d) above, and in accordance with the requirements of the UL Listing for such Connection. If Seller determines that Products for which Buyer has requested warranty services are not covered by the warranty hereunder, Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller’s then prevailing time and materials rates. If Seller provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Seller therefor at Seller’s then prevailing time and materials rates. THE OBLIGATIONS CREATED BY THIS WARRANTY TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT OR SERVICE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. In no event will Seller’s aggregate liability under warranty exceed the price paid by Buyer for the defective Product. Products supplied by Seller that are obtained by Seller from a third party supplier are not warranted by Seller. At its discretion and to the extent Seller is permitted, Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the third party supplier. The Warranty Period for replacement Products shall be the remainder of the original Warranty Period. 12. Intellectual Property. Seller’s specifications and design of the Products and any developments, improvements and intellectual property created under this order, whether made solely by a party or jointly by Buyer and Seller (“Intellectual Property”) shall be owned by Seller. Buyer is not granted any interest, right or license with respect to any such intellectual property, except to the extent required to use the Products for the purpose for which it is specifically provided to Buyer in accordance with these terms and conditions. 13. Software. With respect to any software incorporated in or forming a part of the Products hereunder (“Software”), Seller and Buyer intend and agree that such Software is being licensed and not sold. Notwithstanding anything to the contrary contained herein, Seller or its licensor, as the case may be, retains all rights and interest in Software. Seller hereby grants to Buyer a royalty-free, non- exclusive, nontransferable license, without power to sublicense, to use Software provided hereunder solely in connection with the Products and to use the related documentation solely for Buyer’s own internal business purposes. This license will terminate when Buyer’s lawful possession of the Products ceases, unless earlier terminated as provided herein. Buyer agrees to not sell, transfer, license, loan or otherwise make available in any form Software to any third party. Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the Software without Seller’s prior written consent. Seller may terminate this license if Buyer fails to comply with any term or condition herein. 14. Indemnity. By Seller. Seller agrees to indemnify, defend and save Buyer from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Claims”) for (i) personal injury or death or damage to real property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives in connection with the performance of services at Buyer’s premises and (ii) claims that a Product infringes any valid United States patent, copyright or trade BURNDY Standard Terms and Conditions of Sale Rev. 12/01/2018 A HUBBELL COMPANY
