To:	CUPERTINIO ELECTRIC	From:	Siemens Industry Inc.
		4040 Nelson Ave
		Concord, CA 94520
		USA
	Attention:  Anne Brummett	Andrew Visitacion
	Tel. No.:	916-398-1052
	Fax No.:	678-762-3487
	andrew.visitacion@siemens.com
	Project Name:	App-Side Down
	Quote Name:	App-Side Down
	Quote #:	visiam000_12141200_00_00_O00
	Bid Date:
	Siemens Industry, Inc. (Company) agrees to sell to Purchaser and Purchaser agrees to purchase from the
	Company the goods described below. Quoted Lead times refer to the manufacturing cycles at time of quotations
	and are subject to change

PLEASE TAKE NOTE OF THE FOLLOWING:
	1. Remote Maintenance Bypass Cabinets, Lighting Control Panels, ATS and UPS systems not included in this BOM and provided by others.

2. Startup Testing and Short Circuit Coordination Study/Arc Flash Study not included and provided by others.

3. Misc. signage and placards are not included.  Siemens will provide standard nameplates where applicable.

4. Complete plans and specs not provided at time of quotation.  Material is quoted per contractor provided take-off.

5. Busplug is quoted pending compatibility with building system.

REV1 – 2/1/13:  BOM revised per updated scope.

	Line #:	Qty	Description
	20000	1	1L10C--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 10,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	3	-	BL/BQD Provision
	39	-	20A /1P-BL
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	21000	1	1L10D--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 10,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	13	-	BL/BQD Provision
	29	-	20A /1P-BL
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	22000	1	1UPS10A--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 22,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	26	-	BL/BQD Provision
	6	-	30A /2P-BLH
	4	-	20A /1P-BLH
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	23000	1	1H11B--PANELBOARD P2
	1	-	SECTION
	P2E18ML400ATS, System Voltage: 480Y/277 3Ø 4W Wye AC, IR @ 65,000
	AIC, Top Feed, Surface Mount, Bus Rating: 400A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 400A MAIN LUG
	1	-	(1)4/0-600Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	2	-	225A /3P-HFXD6
	Enclosure, Catalog Number B62
	Front, Catalog Number S62B
	24000	1	1L11C--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 10,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	42	-	20A /1P-BL
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	25000	1	1L11D--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 10,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	19	-	BL/BQD Provision
	23	-	20A /1P-BL
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	26000	1	1UPS11A--PANELBOARD P2
	1	-	SECTION
	P2C18ML600ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 42,000
	AIC, Top Feed, Surface Mount, Bus Rating: 600A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 600A MAIN LUG
	1	-	(2)3/0-500Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	2	-	200A /3P-QJ2H
	1	-	400A /3P-JXD2
	Enclosure, Catalog Number B68
	Front, Catalog Number S68B
	27000	1	1UPS11B--PANELBOARD P1
	1	-	SECTION
	P1C42ML400ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 22,000
	AIC, Top Feed, Surface Mount, Bus Rating: 400A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 400A MAIN LUG
	1	-	(1)4/0-600Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	2	-	BL/BQD Provision
	20	-	30A /2P-BLH
	Enclosure, Catalog Number B68
	Front, Catalog Number S68B
	29000	1	1UPS11C--PANELBOARD P1
	1	-	SECTION
	P1C42ML400ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 22,000
	AIC, Top Feed, Surface Mount, Bus Rating: 400A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 400A MAIN LUG
	1	-	(1)4/0-600Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	4	-	BL/BQD Provision
	18	-	30A /2P-BLH
	2	-	20A /1P-BLH
	Enclosure, Catalog Number B68
	Front, Catalog Number S68B
	30000	1	1L12C--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 10,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	3	-	BL/BQD Provision
	39	-	20A /1P-BL
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	31000	1	1L12D--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 10,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	13	-	BL/BQD Provision
	29	-	20A /1P-BL
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	32000	1	1UPS12A--PANELBOARD P1
	1	-	SECTION
	P1C42ML250ATS, System Voltage: 208Y/120 3Ø 4W Wye AC, IR @ 22,000
	AIC, Top Feed, Surface Mount, Bus Rating: 250A, Bus Material: Aluminum,
	Plating: Tin, NEMA 1 INDOOR.
	1	-	INTERIOR W/ 250A MAIN LUG
	1	-	(1)#6-350Kcmil
	1	-	Std Al/Cu Gnd Connector
	1	-	Certification - UL
	1	-	Master NP Secured -Adhesive
	1	-	Card Holder-Std Plastic Sleeve
	B-PROV
	26	-	BL/BQD Provision
	6	-	30A /2P-BLH
	4	-	20A /1P-BLH
	Enclosure, Catalog Number B44
	Front, Catalog Number S44B
	18	232	Standard Product--BREAKER 20A 1P 120V 10K BL
	Catalog No.: B120
	16	4	Standard Product--BREAKER 20A 3P 240V 10K BL
	Catalog No.: B320
	19	2	Standard Product--BREAKER 35A 3P 240V 10K BL
	Catalog No.: B335
	13	2	Standard Product--BREAKER QJ 3P 125A 240V 10KA LUGS
	Catalog No.: QJ23B125L
	11	3	Standard Product--BREAKER QJ 3P 200A 240V 10KA LUGS
	Catalog No.: QJ23B200L
	28000	1	400A BUSPLUG--SEN FUS BP RISER,4P,400A,600V,IP40,HSG
	28001	1	400A BUSPLUG--SENTRON BUS PLUG SPRING KIT
	1000	2	100A EMON DMON METER--SWITCHBOARDS
	Product Family: Switchboards, Manufacturing Plant: E170 - Grand Prairie, Catalog
	Number: 100A EMON DMON METER.
	1100	2	200A EMON DMON METER-- SWITCHBOARDS
	Product Family: Switchboards, Manufacturing Plant: E170 - Grand Prairie, Catalog
	Number: 100A EMON DMON METER.
	Grand Total	Sell Price	$35,948.00 C/N
	Notes:	1. The following items are not included unless specifically noted:	
		A. Fuses.	
		B. Seismic Calculations, Certifications or Restraints.	
		C. Field Testing, Service Start-Up and Training not included.	
		D. Short Circuit and Coordination Study	
		E. No lugs or pads for transformers.	
		F. No lugs or terminations on switchboard ground bus.	
		G. No Misc Equipment unless specifically shown above.
	Price Policy:	Prices are firm for quoted delivery.
	Payment:	Net Due 60 Days
	Shipping:	
	Shipment of goods will be made after receipt of all the following at Company's production facility:
	(a) Purchase Order, (b) Technical Information, and if required (c) Drawing Approval.
	Shipping days for each product type are determined by the Company's published shipping
	schedules.
	Other:	This proposal is subject to credit approval and US government regulation. It is also based on the
	Company's interpretation of the plans and specifications and is subject to correction for errors in
	such plans or specifications. This document and any other documents specifically referred to as
	being a part hereof constitute the entire agreement on the subject matter and it shall not be
	modified except in writing signed by both parties.
	THIS PROPOSAL IS BASED UPON SIEMENS STANDARD TERMS AND CONDITIONS OF
	SALE ATTACHED HERETO AND INCLUDED HEREIN. Company hereby objects to any additional
	or different terms set forth in Purchaser's request for proposal, specifications, purchase order, or
	any other document of Purchaser. Acceptance of additional or different terms must be specifically
	assented to in writing by Company.
	NUCLEAR - Buyer represents and warrants that the goods covered by this contract shall not be
	used in or in connection with a nuclear facility or application. If Buyer is unable to make such
	representation and warranty, then Buyer agrees to indemnify and hold harmless Siemens and to
	waive and require its insurers to waive all right of recovery against Siemens for any damage, loss,
	destruction, injury or death resulting from a "nuclear incident", as that term is defined in the Atomic
	Energy Act of 1954, as amended, whether or not due to Siemens' negligence.
	Freight:	The standard freight policy will apply. $1,000 Order Threshold

Siemens Industry, Inc.
Standard Terms and Conditions of Sale
June 1, 2010 (Rev. 1)
1.	Applicable Terms. These terms govern the sale of Products by Siemens. Whether these terms are included in an offer or an
acceptance by Siemens, such offer or acceptance is conditioned on Buyer's assent to these terms. Any additional, different or conflicting terms
contained in Buyer's request for  proposal,  specifications, purchase order or any other written or oral communication  from  Buyer shall not be
binding in any way on Siemens. Siemens failure to object to any such additional, different or conflicting terms shall not operate as a waiver of
these terms.
2.	Pricing & Payment. The prices shall be: (a.) as stated in Siemens’ proposal, or if none are stated, (b.) Siemens' standard prices in
effect at the time of release for shipment. In the event of a price increase or decrease, the price of Products on order shall be adjusted to reflect
such increase or decrease. This does not apply to a shipment held by request of Buyer. Products already shipped are not subject to price
increase or decrease.
Discounts, if any, are as specified on the latest discount sheets issued from time to time. Cash discounts are not applicable to notes or trade
acceptances, to prepaid  transportation  charges when  added to  Siemens' invoices or  to  discountable  items if there  are undisputed past  due
items  on  the account. Cash discounts shall only be allowed on that portion of the invoice paid within the normal discount period.
(a) Payment - Unless otherwise stated, all payments shall be net 30 days from invoice date payable in United States Dollars.
(b) Credit Approval - All orders are subject to credit approval by Siemens. The amount of credit or terms of payment may be changed or credit
withdrawn by Siemens at any time for any reason without advance notice. Siemens may, in its discretion, withhold further manufacture or
shipment; require immediate cash payments for past and future shipments; or require other security satisfactory to Siemens before further
manufacture or shipment is made; and may, if shipment has been made, recover the Products from the carrier, pending receipt of such
assurances.
(c) Installment Shipment - If these terms require or authorize delivery of Products in separate shipments to be separately accepted by Buyer,
Buyer may only refuse  such portion of  such shipment  that fails to  comply with the  requirements  of these terms.  Buyer may not  refuse to
receive  any lot or  portion  of here under for failure of any other lot or portion of a lot to be delivered or to comply with these terms, unless
such right of refusal is expressly provided for on the face hereof. Buyer shall pay for each lot in accordance with the terms hereof. Payment
shall be made for the Products without regard to whether Buyer has made or may make any inspection of the Products. Products held for Buyer
are at Buyer's sole risk and expense.
(d) Taxes, Shipping, Packing, Handling - Except to the extent expressly stated in these terms, Siemens’ prices do not include any freight,
storage, insurance,taxes, excises, fees, duties or other government charges related to the Product, and Buyer shall pay such amounts or
reimburse Siemens for any amounts Siemens pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Siemens
with a valid exemption certificate or permit and indemnify, defend and hold Siemens harmless from any taxes, costs and penalties arising out
of same. Siemens' prices include the costs of its standard domestic packing only. Any  deviation from this standard packing (domestic or
export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, consult Siemens' sales
offices. Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges) which may  be in connection
with the freight charges, rates or classification included as part of these terms, shall be for the Buyer’s account. Orders of less than $400 are
subject to a $25 handling fee.
(e) Finance Charge - Buyer agrees to pay FINANCE CHARGES on the unpaid balance of all overdue invoices, less any applicable payments
and credits, from the date each invoice is due and payable at an ANNUAL PERCENTAGE RATE of EIGHTEEN PERCENT (18%), or the
highest applicable and lawful rate on such unpaid balance, whichever is lower.
(f) Disputed Invoice - In the event Buyer disputes any portion or all of an invoice, it shall notify Siemens in writing of the amount in dispute
and the reason for its disagreement within 21 days of receipt of the invoice. The undisputed portion shall be paid when due, and FINANCE
CHARGE on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally
determined to be payable to Siemens.
(g) Collection - Upon Buyer’s default of these terms, Siemens may, in addition to any other rights or remedies at contract or law, subject to any
cure right of Buyer, declare the entire balance of Buyer’s account immediately due and payable or foreclose any security interest in Products
delivered. If any unpaid balance is referred for collection, Buyer agrees to pay Siemens, to the extent permitted by law, reasonable attorney
fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, plus any court
costs or expenses incurred by Siemens, and any FINANCE CHARGES accrued on any unpaid balance owed by Buyer.
3.	Delivery; Title; Risk of Loss. Product shall be delivered F.O.B. Siemens point of shipment with title to the Product and risk of loss
or damage for the Product passing to Buyer at that point. Buyer shall be responsible for all transportation, insurance and related expenses
including any associated taxes, duties or documentation. Siemens may make partial shipments. Shipping dates are approximate only and
Siemens shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer's customers if Siemens fails to
meet the specified delivery schedule. A 5% handling charge will be added to the price for all Product furnished from a local branch.
4.	 Deferment and Cancellation. Buyer shall have no deferment rights and Buyer shall be liable for cancellation charges, which shall
include without limitation a) payment of the full product price for any finished Product or works in progress; b) payment for raw materials
ordered pursuant to a firm purchase order; and c) such other direct costs incurred by Siemens as a result of such cancellation.
5.	 Force Majeure / Delays. If Siemens suffers delay in performance due to any cause beyond its reasonable control, including
without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, failure of
normal sources of supply, or acts of government, the time of performance shall be extended a period of time equal to the period of the delay
and its consequences. Siemens will give to Buyer notice within a reasonable time after Siemens becomes aware of any such delay
6.	Buyer’s Requirements. Timely performance by Siemens is contingent upon Buyer’s supplying to Siemens all required technical
information and data, including drawing approvals, and all required commercial documentation.
7.	Limited Warranty. (a.) Limited Product Warranty Statements. For each Product purchased from Siemens or an authorized reseller,
Siemens makes the following limited warranties: (i) the Product is free from defects in material and workmanship, (ii) the Product materially
conforms to Siemens' specifications that are attached to, or expressly incorporated by reference into, these terms, and (iii) at the time of
delivery, Siemens has title to the Product free and clear of liens and encumbrances (collectively, the "Limited Warranties"). Warranties with
respect to software which may be furnished by Seller as part of the Product, if any, are expressly set forth elsewhere in these terms. The
Limited Warranties set forth herein do not apply to any software furnished by Siemens. If software is furnished by Siemens, then the attached
Software License/Warranty Addendum shall apply.
(b.) Conditions to the Limited Warranties. The Limited Warranties are conditioned on (i) Buyer storing, installing, operating and maintaining
the Product in accordance with Siemens' instructions, (ii) no repairs, modifications or alterations being made to the Product other than by
Siemens or its authorized representatives, (iii) using the Product within any conditions or in compliance with any parameters set forth in
specifications that are attached to, or expressly incorporated by reference into, these terms, (iv) Buyer discontinuing use of the Product after it
has, or should have had, knowledge of any defect in the Product, (v) Buyer providing prompt written notice of any warranty claims within the
warranty period described below, (vi) at Siemens' discretion, Buyer either removing and shipping the Product or non-conforming part thereof
to Siemens, at Buyer's expense, or Buyer granting Siemens access to the Products at all reasonable times and locations to assess the warranty
claims, and (vii) Buyer not being in default of any payment obligation to Siemens under these terms.
(c.) Exclusions from Limited Warranty Coverage. The Limited Warranties specifically exclude any equipment comprising part of the Product
that is not manufactured by Siemens or not bearing its nameplate. To the extent permitted, Siemens herby assigns any warranties made to
Siemens for such equipment. Siemens shall have no liability to Buyer under any legal theory for such equipment or any related assignment of
warranties. Additionally, any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from
the Limited Warranties and is provided to Buyer “as is” with no warranties of any kind. Also excluded from the Limited Warranties are normal
wear and tear items including any expendable items that comprise part of the Product, such as fuses and light bulbs and lamps.
(d.) Limited Warranty Period. Buyer shall have 12 months from initial operation of the Product or 18 months from shipment, whichever occurs
first, to provide Siemens with prompt, written notice of any claims of breach of the Limited Warranties. Continued use or possession of the
Product after expiration of the warranty period shall be conclusive evidence that the Limited Warranties have been fulfilled to the full
satisfaction of Buyer, unless Buyer has previously provided Siemens with notice of a breach of the Limited Warranties.
(e.) Remedies for Breach of Limited Warranty. Buyer's sole and exclusive remedies for any breach of the Limited Warranties are limited to
Siemens' choice of repair or replacement of the Product, or non-conforming parts thereof, or refund of all or part of the purchase price. The
warranty on repaired or replaced parts of the Product shall be limited to the remainder of the original warranty period. Unless otherwise agreed
to in writing by Siemens, (i) Buyer shall be responsible for any labor required to gain access to the Product so that Siemens can assess the
available remedies and (ii) Buyer shall be responsible for all costs of installation of repaired or replaced Products. All exchanged Products
replaced under this Limited Warranty will become the property of Siemens.
(f.) Transferability. The Limited Warranties shall be transferable during the warranty period to the initial end-user of the Product.
THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE SIEMENS' SOLE AND EXCLUSIVE WARRANTIES AND ARE
SUBJECT TO THE LIMITS OF LIABILITY SET FORTH IN SECTION 8 BELOW. SIEMENS MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.
8.	LIMITATION OF LIABILITY. NEITHER SIEMENS, NOR ITS SUPPLIERS, SHALL BE LIABLE, WHETHER IN
CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE,
REVENUE, SAVINGS OR PROFIT, OR FOR COSTS OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE, OR FOR
INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR CLAIMS BY BUYER FOR DAMAGES OF BUYER'S
CUSTOMERS. SIEMENS’ MAXIMUM LIABILITY UNDER THIS CONTRACT SHALL BE THE ACTUAL PURCHASE PRICE
RECEIVED BY SIEMENS FOR THE PRODUCT AT ISSUE OR ONE MILLION DOLLARS, WHICHEVER IS LESS. BUYER AGREES
THAT THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS ARTICLE ARE SEPARATE AND INDEPENDENT FROM ANY
REMEDIES WHICH BUYER MAY HAVE HEREUNDER AND SHALL BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT
ANY OR ALL SUCH REMEDIES SHALL BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS
OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS BEEN ADVISED BY THE BUYER OF THE POSSIBILITY OF SUCH
DAMAGES.
9.	Patent and Copyright Infringement. Siemens will, at its own expense, defend or at its option settle any suit or proceeding
brought against Buyer in so far as it is based on an allegation that any Product (including parts thereof), or use thereof for its intended purpose,
constitutes an infringement of any United States patent or copyright, if Siemens is promptly provided notice and given authority, information,
and assistance in a timely manner for the defense of said suit or proceeding. Siemens will pay the damages and costs awarded in any suit or
proceeding so defended. Siemens will not be responsible for any settlement of such suit or proceeding made without its prior written consent.
In case the Product, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer
is enjoined, Siemens will, at its option and its own expense, either: (a) procure for Buyer the right to continue using said Product; (b) replace it
with substantially equivalent non-infringing Product; or (c) modify the Product so it becomes non-infringing. Siemens will have no duty or
obligation to Buyer under this Article to the extent that the Product is (a) supplied according to Buyer's design or instructions wherein
compliance therewith has caused Siemens to deviate from its normal course of performance, (b) modified by Buyer or its contractors after
delivery, (c) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said
design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction,
modification or combination, a suit or proceeding is brought against Siemens, Buyer shall protect Siemens in the same manner and to the same
extent that Siemens has agreed to protect Buyer under the provisions of the Section above.
THIS ARTICLE IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OF THE PARTIES RELATING TO PATENTS AND
COPYRIGHTS, AND DIRECT OR CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF BUYER
RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING PATENTS AND COPYRIGHTS.
10.	Compliance with Laws. Buyer agrees to comply with all applicable laws and regulations relating to the purchase, resale,
exportation, transfer, assignment, disposal or use of the goods.

11.	Changes in Work. Siemens shall not implement any changes in the scope of work unless Buyer and Siemens agree in writing to
the details of the change and any resulting price, schedule or other contractual modifications. Any change to any law, rule, regulation, order,
code, standard or requirement which requires any change hereunder shall entitle Siemens to an equitable adjustment in the prices and any time
of performance.
12.	Non-waiver of Default. Each shipment made hereunder shall be considered a separate transaction. In the event of any default by
Buyer, Siemens may decline to make further shipments. If Siemens elects to continue to make shipments, Siemens’ actions shall not constitute
a waiver of any default by Buyer or in any way affect Siemens’ legal remedies for any such default. Any waiver of Siemens to require strict
compliance with the provisions of this contract shall be in writing and any failure of Siemens to require such strict compliance shall not be
deemed a waiver of Siemens’ right to insist upon strict compliance thereafter.
13.	Final Written Agreement; Modification of Terms. These terms, together with any quotation, purchase order or
acknowledgement issued or signed by Siemens, comprise the complete and exclusive agreement between the parties (the “Agreement”) and
supersede any terms contained in Buyer’s documents, unless separately signed by Siemens. These terms may only be modified by a written
instrument signed by authorized representatives of both parties.
14.	 Assignment. Neither party may assign the Agreement, in whole or in part, nor any rights or obligations hereunder without the
prior written consent of the other; provided however that Siemens may assign its rights and obligations under these terms to its affiliates and
Siemens may grant a security interest in the Agreement and/or assign proceeds of the Agreement without Buyer’s consent.
15.	Applicable Law and Jurisdiction. These terms are governed and construed in accordance with the laws of the State of Delaware,
without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of
Goods is excluded. BUYER WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY
TO THESE TERMS.
16.	 Severability. If any provision of these terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original
intentions of the parties as nearly as possible in accordance with applicable law.
17.	 Export Compliance. Buyer acknowledges that Siemens is required to comply with applicable export laws and regulations relating
to the sale, exportation, transfer, assignment, disposal, and usage of the Products provided under the Contract, including any export license
requirements. Buyer agrees that such Products shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or
otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition
of the continuing performance by Siemens of its obligations hereunder that compliance with such export laws and regulations be maintained at
all times. BUYER AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES,
PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND
REGULATIONS.
PURCHASER's ACCEPTANCE                                                                                                 Siemens Industry, Inc.
The foregoing is hereby accepted.                                                                                               By
______________________________	                                  _________________________
(Name of Purchaser)
By
________________________________________________
Title
________________________________________________
Date
________________________________________________
Siemens Industry, Inc.
Standard Terms and Conditions of Sale
June 1, 2010 (Rev. 1)