TERMS AND CONDITIONS FOR WIGEN WATER TECHNOLOGIES’ SERVICE

1. Terms. Subject to the terms and conditions (“Agreement”) herein, Wigen Water Technologies (“Wigen”) has agreed to sell to the buyer identified in Wigen’s quote (hereafter, “Buyer”) (individually, each a “Party” and collectively the “Parties”), and Buyer has agreed to buy from Wigen those certain services (“Services”) and products (“Products”), if any, set forth in Wigen’s quote and/or proposal or such other similar document (collectively, the “Quote”), which Quote is expressly incorporated herein. The number of hours for Service shall be those set forth in the Quote.

2. Purchase Price/Payment. The price for the Products and Services (“Purchase Price”) is stated in the Quote, absent typographic or other errors, which are subject to correction. Applicable sales tax, shipping costs, and handling fees will be added to final invoice. Both Parties may propose changes to the scope of supply; no proposed changes will be acceptable until agreed to by both Parties in writing, which both Parties agree in good faith to negotiate. Unless otherwise provided, payment is due in US dollars within 30 days from invoice date. Payment shall be made by ACH or bank wire or as otherwise agreed. Where applicable, when Products are placed at the disposal of the Buyer or the end-user of the Products (“Owner”) ready for unloading, delivery shall be deemed to have occurred, and invoices “due upon delivery” of Products shall be due 30 days thereafter. Any undisputed amounts not paid when due will be subject to interest computed at a rate equal to 1.5% per month or the highest rate permissible under law. Undisputed invoices shall be paid regardless of disputes relating to other invoices.

3. Force Majeure. Wigen shall not be liable or in breach of this Agreement or the Quote for any delay or failure of delivery or of any other performance caused in whole or part by any contingency beyond Wigen’s reasonable control, including, without limitation, hurricanes, floods, earthquakes, acts/threats of terrorism, acts/omissions of any government or governmental agency, and/or any shortage of or inability to secure labor, fuel, energy, raw materials, supplies or machinery at reasonable prices. In such event, the time for Wigen’s performance shall be extended by the amount of time lost, plus additional time, if any, as reasonably necessary.

4. Buyer’s Delay. Wigen shall not be liable or considered in breach of this Agreement or the Quote for any delay or failure of delivery or of any other performance caused in whole or part by acts/omissions of Buyer or Buyer’s agents. In such event, the time for Wigen’s performance shall be extended by the amount of time lost by reason of such acts/omissions, plus additional time, if any, reasonably necessary. Buyer shall be liable for additional expenses reasonably incurred by Wigen, if any, due to Buyer’s delays.

5. Termination. Should Buyer wish to terminate the Quote for convenience, Buyer shall pay Wigen for all materials and Products (whether procured, in progress, or completed, if any) and for all Services performed, if any; in addition, at Wigen’s sole discretion, Buyer shall pay Wigen an additional fee of 50% of a scheduled Field Service Appointment should Buyer provide notice of termination within 3 to 5 calendar days of such Field Service Appointment OR 100% of a scheduled Field Service appointment should Buyer provide notice of termination within 1 to 2 calendar days of such Field Service Appointment. For purposes of this Agreement, “Field Service Appointment” shall mean any agreed upon service date(s) for Buyer and the Wigen hourly service rates associated therewith, plus any noncancellable fees (e.g., airline ticket).

6. Rescheduling Field Service. In Wigen’s sole discretion, should Buyer wish to reschedule all or a portion of any scheduled Field Service Appointment, Buyer shall pay Wigen a fee of 50% of such Field Service Appointment should Buyer request to reschedule within 3 – 5 calendar days of such Field Service Appointment OR 100% of such Field Service Appointment should Buyer request to reschedule within 1 – 2 calendar days of such Field Service Appointment.

7. Cancellation. Either Party may cancel the Quote on written notice in the event the other Party materially breaches this Agreement or the Quote, and the breaching Party does not cure such breach within 30 days of first knowledge or receipt of notice of such breach.

8. Safety. Buyer shall take all safety precautions reasonably necessary to ensure a safe worksite and to comply with all applicable laws for the safety of persons/property. See “1M-220-P-Onsite Safety Requirements” for Wigen’s complete safety requirements.

9. Intellectual Property Ownership. Wigen retains all intellectual property rights and interest in and to all Products, materials, and information, (including copyright, patent, trademark, and trade secret rights).

10. Limited Warranty. See Wigen Water Technologies Warranty for terms of after-market limited warranty (“Warranty”) (7W-200-P), which document shall be deemed attached hereto and incorporated herein by reference. Extended warranties available upon request.

11. LIMITATION OF REMEDIES. NEITHER BUYER NOR WIGEN SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, FORESEEABLE BUSINESS LOSSES, LOSS OF PROFITS, AND/ OR ECONOMIC LOSS. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AGREED ALLOCATIONS OF RISK AND SHALL SURVIVE A DETERMINATION OF ANY COURT THAT ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE SHALL WIGEN’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY BUYER.

13. Default. In the event of a material default by Buyer, Wigen may, in addition to other available remedies, (a) suspend in transit any shipment; (b) decline further shipments; (c) postpone further performance until such default is corrected; (d) cancel this Agreement/Quote; and (e) declare all amounts owed by Buyer payable immediately.

14. Indemnity. Buyer shall defend, hold harmless, and indemnify Wigen from and against any and all claims, along with all damages and expenses (including reasonable attorneys’ fees) related to or in connection with (i) any defect or failure of the Products (including any software code related thereto) not due to the fault of Wigen; (ii) any alleged or actual breach of this Agreement by Buyer and/or Buyer’s agents, and/or (ii) any negligent or intentional acts or omissions of Buyer and/or Buyer’s agents.

15. Assignment. Buyer may not assign this Agreement or the Quote without first obtaining Wigen’s written consent.

16. Confidentiality. Buyer agrees to hold in confidence all confidential information disclosed to it by Wigen and to use such information solely for the purpose of performing its obligations hereunder. Such information includes but is not limited to financial data, technical data (including schematics and designs), computer code, software (including PLC, HMI, and VFD code), technical documentation, and other data Buyer has reason to know or reasonably should know is confidential (“Information”). Buyer may disclose Information to Buyer’s agents with a bona fide need to know under this Agreement, provided prior to such disclosure, Buyer informs Buyer’s agents of these requirements and obtains from Buyer’s agents agreement(s) in writing to be bound by confidentiality terms at least as restrictive as those applicable to Buyer.

17. Compliance. Buyer shall, at its expense, comply with all applicable laws and regulations applicable to Buyer and obtain/maintain all governmental approvals applicable to Buyer, if any.

18. Governing Law and Jurisdiction. The laws of Minnesota shall govern this Agreement; any proceeding related to this Agreement shall be in Minnesota state or federal courts.

19. Survival. The following sections will survive this Agreement: Intellectual Property Ownership, Limited Warranty, Limitation of Remedies, Limitation of Liabilities, Indemnity, Confidentiality, Governing Law and Jurisdiction, and Survival.