Supplier Terms and Conditions of Sales

1. Scope and Formation

1.1 These General Terms and Conditions of Sale (“‘GTCs”‘) govern ail transactions in which IMI Hydronic Engineering Inc (“‘Seller”‘) sells. supplies, or otherwise makes available goods (“Products”) to any legal entity or individual acting in a business or professional capacity (“Buyer”).

1.2 These GTCs apply exclusively to ail quotations, orders and sales by the Seller. Any conflicting or additional terms proposed by the Buyer, whether in a purchase order, by trade custom or by prior dealings, are excluded. The Seller’s silence, delivery of Products, or issue of a Sales Order Acknowledgement is not acceptance of the Buyer’s terms.

1.3 Quotations are non-binding, valid for thirty (30) days from issue unless otherwise stated and may be withdrawn by the Seller at any time by written notice.

1.4 Each written sales order acknowledgement issued by the Seller forms a separate binding contract (the “Sales Order Acknowledgement” and, together with these GTCs, the “Contract”).

1.5 The Seller may set a minimum order value, notified to the Buyer in the relevant quotation, price list. or other written communication.

2. Prices

2.1 Prices are stated and payable in the currency specified in the Seller’s Sales Order Acknowledgement.

2.2 Prices are exclusive of VAT. sales tax, customs duties, levies and other applicable charges, which the Buyer shall pay in addition. Costs for express delivery, special packaging, marking, disassembly, recycling, waste disposai. and similar services are charged separately unless expressly agreed in writing.

2.3 Prices may be revised by the Seller at any time. The applicable price for each Contract is the price confirmed in the relevant sales order acknowledgment. except that. where delivery occurs more than three (3) months alter order acceptance or where the Seller’s costs of supply increase by more than five percent (5%) between acceptance and delivery (whether due to raw material. energy, currency, tax, duty, or other comparable factors). the Seller may adjust the price by written notice. The Buyer may cancel the affected Contract within ten (10) days of such notice without further liability, provided that this right applies only to standard products. For made-to-order (MTO) Products, any cancellation by the Buyer shall be subject to the Seller’s prior written approval and the Buyer reimbursing the Seller for ail costs, lasses and expenses incurred because of the cancellation.

2.4 The Buyer shall pay any vehicle waiting time or detention charges caused by delays at the delivery point.

3. Payment

3.1 The Seller may invoice upon delivery, shipment. when the Products are made available to the Buyer, or at any other milestone expressly agreed in the Contract. whichever occurs first.

3.2 lnvoices are payable within thirty (30) days, in full, in the invoice currency and without deduction, withholding, counterclaim or set off.

3.3 Overdue amounts bear interest at 1.5% per month (or the maximum rate permitted by law, if lower). together with the Seller’s reasonable costs of recovery (including administrative, legal. and collection costs) and in any event no less than any minimum recovery fee provided under applicable law (such as the fixed sum of €40 per invoice under EU Directive 2011/7 on late payments). Acceptance of any late, partial or defective payment does not constitute a waiver of any right or remedy.

3.4 If the Buyer fails to pay on time or if the Seller reasonably believes that the Buyer may be unable or unwilling to fulfil its payment obligations, the Seller may, without liability and without prejudice to its other rights: suspend deliveries, accelerate ail outstanding invoices, require advance payment or security, reclaim unpaid Products under retention of title, cancel any open order and/or suspend any related services, software access, digital functionality or support services until ail overdue amounts have been paid in full.

4. Delivery

4.1 Delivery takes place in accordance with the agreed lncoterms® 2020. Where no lncoterm is specified, delivery occurs when the Products are handed over to the first carrier at the Seller’s premises (or such other location as the Seller may designate). The Seller may deliver early or in instalments and each delivery or instalment may be invoiced separately.

4.2 Delivery dates are estimates only and time is not of the essence. If delivery has not occurred by the estimated date, the Buyer may grant the Seller a reasonable written extension of not less than fourteen (14) days. If delivery has not occurred by the end of that extension, the Buyer may cancel the affected Contract by written notice without further liability on either side. The Seller’s liability is otherwise governed by Clause 12 (Limitation of Liability). Delivery timing is dependent on the Buyer providing ail required information, instructions and approvals on time.

4.3 If the Buyer faits to take delivery on the agreed date, risk passes to the Buyer, the Products are deemed delivered and the Seller is entitled to payment of the price. The Seller may store the Products at the Buyer’s cost and risk and charge reasonable storage costs.

4.4 Visible damage or shortages apparent upon delivery must be recorded on the transport documentation at delivery (with the carrier’s signature where reasonably possible) and notified to the Seller and the carrier within forty-eight (48) hours. Any other delivery, or logistics-related complaints must be notified to the Seller in writing within seven (7) days of delivery. Failure to comply with these requirements constitutes a waiver of any claim relating to delivery or transport.

4.5 Products are supplied in the Seller’s standard packaging suitable for the agreed mode of transport. Any special packaging, marking or documentation requested by the Buyer is subject to the Seller’s prior written agreement and may result in additional charges.

5. Risk and Title

5.1 Risk of loss of or damage to the Products passes to the Buyer upon delivery in accordance with the agreed lncoterms® 2020 or, where no lncoterm is specified, when the Products are handed over to the first carrier for shipment. From that point. the Products are at the Buyer’s risk.

5.2 Title to the Products passes to the Buyer only upon the Seller’s receipt of full and unconditional payment of the price for those Products. Until title has passed, the Seller remains the legal owner of the Products. To the extent required by applicable law, the Buyer shall execute and deliver such documents and take such actions as are reasonably required to protect or perfect the Seller’s retention of title rights.

5.3 Until title passes to the Buyer, the Buyer shall:

(a) store the Products separately from other goods and clearly identify them as the Seller’s property;

(b) keep the Products in good condition and insure them at full replacement value; and

(c) not pledge, charge, encumber or otherwise dispose of the Products except in the ordinary course of its business. If the Buyer breaches this clause, ail outstanding amounts owed to the Seller become immediately due and payable, without prejudice to the Seller’s other rights and remedies.

5.4 If, before title has passed, the Buyer resells, incorporates or otherwise disposes of the Products, the Buyer shall hold the proceeds of such disposal on trust for the Seller to the extent permitted by applicable law and shall promptly account to the Seller for those proceeds upon request. To the extent permitted by law, the Seller is entitled to the proceeds of any such resale.

5.5 To the extent that any retention of title rights described in this Clause are treated under applicable law as a security interest rather than ownership rights, Buyer grants Seller a purchase money security interest in the Products and identifiable proceeds thereof. Buyer authorizes Seller to file financing statements and other documents reasonably necessary to perfect. maintain or enforce such security interest.

6. Inspection/ Product Issues

6.1 Without prejudice to clause 4.4, the Buyer shall inspect the Products promptly alter delivery. Any defects or non‑ conformities which are not apparent on reasonable inspection at delivery (including defects only discoverable during normal use) must be notified to the Seller in writing within five (5) working days of discovery and in any event. within the applicable warranty period set out in these GTCs. The Buyer shall provide ail information, photographs, samples and reasonable assistance requested by the Seller in connection with the investigation of any alleged defect. The Buyer bears the burden of proving that the defect existed at the time of delivery. Normal wear and tear, improper storage, installation, commissioning, integration, configuration, maintenance, repair, modification or use contrary to Seller instructions or published documentation shall not constitute a defect.

6.2 Failure to comply with clause 6.1constitutes acceptance of the Products and the Buyer shall be deemed to have waived any contractual remedy in respect of the relevant defect or non-conformity, except to the extent prohibited by applicable law.

6.3 Any defect or non-conformity affecting a particular delivery or instalment shall not entitle the Buyer to reject. terminate or cancel the Contract as a whole or any other delivery or instalment. unless such defect or non-conformity substantially deprives the Buyer of the benefit of the Contract and cannot be remedied within a reasonable period.

7. Product Returns

7.1 This Clause 7 applies to voluntary returns and does not apply to remedies arising from valid warranty claims under Clause 9 (Warranty).

7.2 Products may only be returned with the Seller’s prior written approval and in accordance with the Seller’s applicable return terms in force at the time the return request is made (the “Commercial Returns Terms”). as made available to the Buyer from time to time, including through publication on the Seller’s website or customer portal. The Seller may update the Commercial Returns Terms from time to time and the version in force at the time the return request is made shall apply.

7.3 Products identified as Non-Returnable (N.R.) in the applicable Sales Order Acknowledgement are not eligible for return, except where otherwise required by applicable law or expressly agreed by the Seller in writing.

7.4 Ali return requests must be submitted through the IMI Returns Portal in My Hub (the “RMA Portal”). Where My Hub or the RMA Portal is unavailable, inaccessible or otherwise unable to process a return request, the Buyer must submit the request using any alternative process notified by the Seller. Products returned outside the applicable process will not be accepted.

7.5 Returned Products shall be subject to inspection by the Seller. The Seller reserves the right to reject returns that do not comply with the applicable return conditions. ln such cases, the Buyer shall bear ail associated costs, including transport, storage and where permitted by law, disposai or destruction.

7.6 Accepted returns may be subject to restocking fees, deductions and return value thresholds determined and communicated in accordance with the Commercial Returns Terms. Any applicable credit note shall reflect such deductions and shall constitute full and final settlement of the return. Authorisation of a return or issuance of a credit note does not constitute acceptance of any defect, non‑conformity, warranty claim or liability by the Seller.

7.7 ln the event of any conflict between these GTCs and the Commercial Returns Terms, the Commercial Returns Terms shall prevail solely in relation to voluntary commercial returns.

8. Cancellation by Buyer

8.1 The Buyer may cancel an order without charge within twenty-four (24) heurs of the Seller issuing the relevant Sales Orcier Acknowledgement, except that an order for Non-Returnable (N.R.) Products may be cancelled without charge within forty-eight (48) heurs, in each case subject to the applicable Orcier Cancellation Terms.

8.2 Following expiry of the applicable cancellation period, the Buyer may not cancel or terminale a Contract without the Seller’s prier written approval. Cancellation requests shall be submitted and managed in accordance with the Seller’s applicable Orcier Cancellation Terms, as made available to the Buyer from time totime.

8.3 Where a cancellation request is approved, the Buyer shall pay any applicable cancellation charges, fees or other amounts specified in the Orcier Cancellation Terms.

8.4 Once Products have reached the stage specified in the Orcier Cancellation Terms as no longer eligible for cancellation, cancellation shall no longer be available. Any subsequent request relating to such Products shall be governed by Clause 7 (Product Returns) and the applicable Commercial Returns Terms, where the Products are eligible for return.

8.5 Nothing in this Clause 8 limits any cancellation rights expressly provided elsewhere in these GTCs, the Contract or applicable mandatory law.

8.6 ln the event of any conflict between these GTCs and the Orcier Cancellation Terms, the Orcier Cancellation Terms shall prevail solely in relation to Buyer cancellation requests.

9. Warranty

9.1 This warranty applies exclusively to Products sold by the Seller and covers the Seller’s product portfolio, subject to the terms, conditions and limitations set out in this Clause 9.

9.2 The Seller warrants that the Products are free from defects in materials and workmanship for the warranty periods specified below, commencing on the date of invoice issuance:

(a) IMI Pneumatex pressurisation. degassing, refilling stations and water treatment equipment. A five (5) year warranty applies only if bath start‑up and annual maintenance are carried out by the Seller or by a Seller Service Provider designated and approved by the Seller. For the purposes of this clause, a “Seller Service Provider” means an IMI Official Service Partner that:

(i) has been trained by IMI Hydronic Engineering’s Hydronic College;

(ii) follows IMI Hydronic Engineering’s applicable maintenance checklist; and

(iii) maintains critical spare parts in stock. If any of these conditions are not met, the warranty period shall be two (2) years only.

(b) IMI Pneumatex static expansion vessels. sludge separators, vents and magnetic separators. A five (5) year warranty applies provided that installation is carried out by qualified personnel in accordance with the Seller’s assembly instructions and recognised technical standards and that the Seller’s instructions for use and operation are followed.

(c) IMI TA and IMI Heimeier products. including regulating valves. actuators. smart valves. thermostatic contrais, underfloor heating manifolds and electronic room thermostats A five (5) year warranty applies, except that the following Products carry a two (2) year warranty:

(i) Heatmiser Technology products;

(ii) e‑TRVs; and

(iii) FDI products.

9.3 The warranty does not apply if the Products:

(a) are not used or operated in accordance with the Seller’s specifications or instructions;

(b) are damaged or destroyed as a result of force majeure or environmental influences;

(c) are damaged due to incorrect handling, improper installation, commissioning failures, lack of maintenance, or failure to follow the Seller’s installation, use or maintenance instructions;

(d) have been disassembled, repaired or maintained by unauthorised third parties, or show signs of mechanical damage; or

(e) show signs of normal wear and tear.

9.4 The warranty applies only where ail the following conditions are met:

(a) the defect is reported to the Seller by email or other method specified by the Seller within seven (7) days of discovery or when the defect ought reasonably to have been discovered and is accompanied by any required return or warranty claim documentation;

(b) the Product is made available for inspection and is not further used or altered alter discovery of the defect;

(c) the issue does not relate to loss of or damage to the Product alter delivery, which is excluded from warranty coverage and governed by Clause 12 (Limitation of Liability); and

(d) the Buyer, installer and any downstream parties have installed, used, operated, stored and maintained the Product strictly in accordance with the Seller’s specifications and instructions.

9.5 Where a Product or component is returned to the Seller for inspection or analysis, the Buyer remains responsible for ensuring the continued functionality of the installation. This includes providing and installing any temporary or replacement product necessary to maintain operational performance during the inspection or analysis period.

9.6 Upon the Seller’s acceptance of a valid warranty claim, the Seller shall, at its sole discretion, repair the defective Product, replace it, or issue a credit note. The Buyer shall accept the chosen remedy as its sole and exclusive remedy and as full and final settlement of the claim. The remedies set out in this Clause 9 constitute the Buyer’s sole and exclusive remedies in respect of any warranty claim. To the fullest extent permitted by law, the Seller shall have no further liability for any loss, delay, damage or consequential costs arising from the original delivery, the defect, or any corrective action taken.

9.7 The warranty covers the repair or replacement of the Product only. lt excludes any costs of removal, access, installation, reinstallation, commissioning, transport, downtime or any other associated costs or expenses, ail of which shall be borne solely by the Buyer.

9.8 Except for the express warranties set forth in these terms, the products are provided “as is” and seller makes no other warranties or representations, whether express, implied or statutory. to the maximum extent permitted by law, seller expressly disclaims ail implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, usage of trade or otherwise. buyer acknowledges that it has not relied upon any representation or warranty other than those expressly set forth in these terms.

10. Application. system design and suitability

10.1 The Seller does not design, specify or assume responsibility for the overall application, system configuration or installation into which the Products are incorporated. Any information, recommendation or guidance provided by the Seller regarding the suitability of Products for a particular application is based solely on specifications or information supplied by the Buyer or its customer and is provided for information purposes only. Such information does not relieve the Buyer, installer or any downstream party of their obligation to carry out independent verification and assessment of suitability.

10.2 The Buyer, installer and any downstream parties remain solely responsible for verifying that the Products are suitable for the intended application, system design, operating conditions and regulatory requirements, including compliance with any applicable laws, standards, approvals and codes in the country of installation. The Seller does not warrant, and expressly disclaims, the fitness of the Products for any particular purpose, system or application beyond the express warranty set out in these GTCs, to the fullest extent permitted by law.

10.3 Where Products are intended for use in regulated, restricted or safety critical applications, the Buyer is solely responsible for determining their compliance with ail applicable laws, regulations and standards, and the Seller does not warrant or assume responsibility for such compliance.

10.4 Any information provided by the Seller regarding environmental performance, sustainability characteristics, energy efficiency, carbon reduction, resource savings, regulatory compliance or similar matters is provided in good faith based on information available at the relevant time. Such information does not constitute a guarantee, warranty or contractual commitment unless expressly stated otherwise in writing and may depend on factors outside the Seller’s contrai, including installation, operating conditions, maintenance and system design.

10.5 Buyer is solely responsible for determining whether the Products comply with applicable codes, safety regulations, permitting requirements, engineering specifications, industry standards and other legal or regulatory requirements applicable at the location where the Products will be installed or used. Seller makes no representation that the Products satisfy any specific code, approval, certification or regulatory requirement unless expressly stated in writing by Seller.

11. Technical Assistance

11.1 “Technical Assistance” refers to ad hoc assistance, including non‑binding technical information, guidance, advice or support. which may be provided by the Seller in connection with the supply of Products. Technical Assistance does not form part of the Seller’s standard offering and creates no ongoing obligation on the Seller.

11.2 Any Technical Assistance is provided voluntarily and for information purposes only. The provision of Technical Assistance, whether formai or informai, shall not constitute any commitment. warranty, representation, undertaking or assumption of responsibility by the Seller, nor shall it give rise to any duty of care or reliance.

11.3 The Seller shall have no liability arising from or in connection with any Technical Assistance, including any advice, recommendation or guidance given, except where (and to the extent that) liability cannot be excluded under applicable mandatory law. Where Technical Assistance is expressly agreed in writing and mandatory law requires a minimum standard, the Seller’s obligation shall be limited to the exercise of reasonable skill and care.

11.4 Any information, documentation, marketing materials or advice provided by the Seller, whether in writing or orally, is based solely on information supplied by the Buyer or its customer and is provided for general guidance only. The Buyer, installer and any downstream parties are solely responsible for verifying the suitability of the Products for the intended application, system design, operating conditions and regulatory requirements. To the fullest extent permitted by law, the Seller shall not be liable for any loss or damage arising from reliance on such information or advice.

11.5 Any liability which cannot be excluded in accordance with this Clause 11 shall be subject to the limitations and exclusions set out in Clause 12 (Limitation of Liability).

12. Limitation of Liability

12.1 Subject to clause 12.3, the seller shall not be liable to the buyer for any loss of profit. revenue, incarne, business, goodwill, savings, contracts, production, data, or similar lasses, nor for any incidental, special, consequential, punitive damages whether direct or indirect. regardless of how they arise, whether foreseeable or contemplated by the parties, and whether based on contract. tort (including negligence). breach of statutory duty, warranty, indemnity, product liability, strict liability or otherwise.

12.2 The seller’s total aggregate liability arising out of or in connection with any contract. the products, their delivery, or these GTCs, whether based on breach of contract. tort (including negligence). breach of statutory duty, indemnity or any other legal theory, shall in no event exceed the total amount paid by the buyer for the specific products to which the relevant claim relates. this limitation applies to ail claims arising under clause 9 (warranty) and clause 11 (technical assistance).

12.3 The above limitations and exclusions of liability apply to the fullest extent permitted by applicable mandatory law, except in cases of:

(i) death or persona! injury caused by the Seller’s negligence;

(ii) fraud or fraudulent misrepresentation; and

(iii) any other liability which cannot be excluded or limited under applicable law.

12.4 Any claim arising out of or relating to the Products, these Terms or any Contract must be commenced within one (1) year alter the cause of action accrues. Any claim not brought within that period is permanently barred.

13. lndemnification and Remedies

13.1 The Buyer shall indemnify, defend and hold harmless the Seller from and against ail lasses, liabilities, damages, costs, fines and expenses (including reasonable legal and professional fees) arising out of or in connection with any actual or threatened claims, actions, proceedings, investigations or demands (whether by third parties or otherwise) resulting from:

(a) the Buyer’s negligent or wilful acts or omissions, or those of its employees, contractors or agents;

(b) any unauthorised repair, modification or alteration of the Products;

(c) any actual or alleged infringement of lntellectual Property Rights (defined in clause 14 below) arising from Products supplied in accordance with the Buyer’s designs, specifications or instructions;

(d) any modification of, or combination of, the Products with other goods, materials or components by or on behalf of the Buyer, where such modification or combination results in actual or alleged infringement of lntellectual Property Rights or causes damage to the Products or third‑party property; and/or

(e) any breach of these GTCs by the Buyer.

13.2 If any of the circumstances described in clause 13.1 occur, the Seller may, at its sole discretion and without prejudice to any other rights or remedies, and to the extent permitted by law:

(a) suspend performance of its obligations under the Contract (including delivery of the Products) until the relevant issue has been remedied; and/or

(b) cancel any outstanding or future orders or deliveries and recover from the Buyer any costs or lasses incurred up to the date of suspension or cancellation.

14. lntellectual Property

14.1 For the purposes of these GTCs, ‘ïntellectual Property Rights” means ail intellectual property rights, whether registered or unregistered, including patents, trademarks, copyrights, design rights, database rights, \rade secrets, know‑how and ail similar or equivalent rights, together with ail applications for and renewals of such rights, anywhere in the world.

14.2 All lntellectual Property Rights in or relating to the Products and/or used or created in connection with the performance of any services, including any improvements, developments, enhancements, modifications or derivative works, whether created solely by the Seller or jointly with the Buyer, shall belong to or be licensed to the Seller.

14.3 The Buyer acknowledges that it acquires no rights, tille or interest in such lntellectual Property Rights and hereby assigns to the Seller any rights it may have in them, together with any goodwill attaching to the Seller’s registered or unregistered trademarks. If the Buyer challenges the validity or ownership of the Seller’s lntellectual Property Rights, the Seller may terminale the Contract with immediate effect.

14.4 Ali drawings, documents, software and other materials or information supplied by or on behalf of the Seller are provided on the understanding that ail lntellectual Property Rights in them are reserved to the Seller (or the relevant third party). The Buyer shall not. without the Seller’s prior written consent. copy, disclose or use such materials for any purpose other than in connection with the Products for which they were supplied.

15. Software Licence

15.1 To the extent that any Product contains software, firmware, embedded code, applications or digital functionality (“Software”). such Software is licensed and not sold.

15.2 Subject to the Buyer’s compliance with these GTCs, the Seller grants the Buyer a non-exclusive, non-transferable and non-sublicensable licence to use the Software solely as incorporated in and necessary for the operation of the relevant Product.

15.3 Except to the extent prohibited by mandatory law, the Buyer shall not copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any Software.

16. Confidentiality

16.1 Each party shall keep confidential ail confidential or proprietary information received from the other party in connection with these GTCs and any related Contract. including information relating to the Products, pricing, technical data and commercial terms (“Confidential Information”). and shall not disclose such Confidential Information to any third party exceptas required by applicable law or court order. Confidential Information shall be used solely for the purpose of performing obligations under these GTCs and the relevant Contract. unless the disclosing party has given its prior written consent. The confidentiality obligations in this clause do not apply to information that the receiving party can demonstrate:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was lawfully known to the receiving party before disclosure and without breach of any duty of confidentiality;

(c) is independently developed without reference to the Confidential Information; or

(d) must be disclosed pursuant to applicable law, regulation or court order (provided that. where legally permitted, the disclosing party is given prompt notice of such requirement). These confidentiality obligations shall survive termination or expiry of the Contract and remain in effect for five (5) years thereafter.

16.2 Each party shall protect the other party’s Confidential Information using reasonable care and, in any event. no less than the degree of care it uses to protect its own confidential information of a similar nature. Disclosure of Confidential Information shall be limited to those employees, consultants and professional advisers, or Seller’s Affiliates, who have a need to know such information for the purposes of performing the Contract and who are bound by confidentiality obligations no less protective than those set out in these GTCs. For the purpose of these GTCs, “Affiliates” means, in relation to the Seller, any entity that directly or indirectly contrais, is controlled by, or is under common contrai with the Seller, including any member of the Seller’s corporate group, whether now or in the future.

17. Data Protection

17.1 The parties acknowledge that persona! data may be processed in connection with the conclusion and performance of these GTCs and any related Contract. Each party shall comply with this Clause 17 and ail applicable data protection laws and regulations applicable toits processing of persona! data.

17.2 Except where expressly agreed otherwise in writing, each party acts as an independent controller in respect of any persona! data it processes in connection with the conclusion and performance of the Contract.

17.3 To the extent that either party processes persona! data on behalf of the other as a processor or service provider, the parties shall enter into any data processing agreement required by applicable law.

17.4 Each party shall implement and maintain appropriate technical and organisational measures designed to protect persona! data against accidentai or unlawful destruction, loss, alteration, unauthorised disclosure of or access to persona! data, considering the nature of the data and the risks associated with the processing.

17.5 Further information about the Seller’s processing of persona! data is set out in the Seller’s Privacy Policy, which may be updated from time to time and is available on the Seller’s website.

18. Non-persona! data

18.1 This Clause 18 applies solely to non-personal data and does not affect the parties’ rights and obligations relating to persona! data under Clause 17. Buyer acknowledges and agrees that Seller and its affiliates may collect, access, generate, use, store, analyze, disclose and process operational, technical, diagnostic, performance, telemetry, usage, maintenance and other data generated by or relating to the Products and any related services (“Operational Data”), provided that Seller shall not disclose Buyer’s Confidential Information except as expressly permitted under this Agreement.

18.2 Seller may use Operational Data for legitimate business purposes, including:

(a) providing, operating, maintaining and supporting the Products;

(b) warranty administration, troubleshooting and technical support;

(c) monitoring product performance, reliability, cybersecurity and safety;

(d) improving, developing and testing Seller’s products, software, services, analytics and business processes;

(e) research and development activities, including artificial intelligence and machine learning applications; and

(f) complying with applicable legal and regulatory requirements.

18.3 Seller may create aggregated, anonymized or de-identified data derived from Operational Data and may use, disclose and commercialize such data provided that neither Buyer nor any individual may reasonably be identified from such data.

18.4 Seller may share Operational Data with its affiliates and service providers acting on its behalf, subject to appropriate confidentiality and security obligations.

18.5 As between the parties, Seller shall own ail aggregated, anonymized, de-identified and derivative datasets created by Seller from Operational Data.

19. Cybersecurity and Connected Products

19.1 Where Products include software, connectivity features, cloud services, remote access functionality or other digital components, the Buyer shall ensure that such Products are installed, configured, operated and maintained in accordance with the Seller’s instructions and cybersecurity guidance.

19.2 The Buyer shall promptly implement updates, patches or security measures made available by the Seller where relevant to maintain the security, functionality or compliance of the Products.

19.3 The Seller shall not be liable for vulnerabilities, security incidents, service interruptions or loss arising from:

(a) failure to implement recommended updates or security measures;

(b) unauthorised modification of the Products;

(c) use of unsupported hardware, software or third-party systems; or

(d) use of the Products contrary to the Seller’s instructions.

19.4 The Buyer shall notify the Seller without undue delay upon becoming aware of any material cybersecurity vulnerability, incident or breach affecting the Products.

20. Use of Artificial Intelligence

20.1 The Seller may, at its sole discretion and without any consent of the Buyer, use artificial intelligence systems, machine learning models, large language models, foundation models, automated systems or any successor technologies (“Al Tools”) in connection with any part of its business including without limitation the development, manufacturing, operation, support, maintenance, commercialisation or improvement of the Products and/or the performance of its obligations under the Contract. The Seller retains the absolute discretion as to the selection, configuration, replacement, updating and deployment of Al Tools, including as to which third party or proprietary Al Tools are used. Al Tools may be used to assis\ with product identification, configuration, specification, automation, analysis, diagnostics, predictive maintenance, optimisation, efficiency and quality improvements, and any other purpose the Seller considers appropriate. Without limiting the generality of the foregoing, Al Tools include server-side machine learning algorithms that optimize the performance of the Products. Any output of the Al tools is indicative only and does not constitute design advice, professional recommendation, system specification, fitness assessment, or a determination of suitability for the Buyer’s particular application. The Buyer remains solely responsible for verifying the Al Tool output, for the final selection, specification and use of the Products and for ensuring that the Products are suitable for the Buyer’s intended purposes.

20.2 The use of Al Tools shall not affect ownership of the Products, the allocation of lntellectual Property Rights, or the contractual allocation of responsibilities, warranties or liabilities between the parties under these GTCs.

20.3 The Seller warrants that it shall use commercially reasonable efforts to comply with applicable mandatory requirements of Regulation (EU) 2024/1689 (the “EU Al Act”) in respect of Al Tools deployed in connection with the Products, to the extent that such requirements are directly applicable to the Seller as a provider or deployer (as defined in the EU Al Act).

20.4 To the extent that Buyer data, inputs, outputs or other information (including persona[ data) are processed using Al Tools, such data shall be processed in accordance with clause 16 (Confidentiality), clause 17 (Data Protection) and, where applicable, clause 18 (Non‑persona[ Data – EU Data Act). The Buyer acknowledges that the use of Al Tools may involve the processing of data by third-party Al service providers, including providers located outside the European Economie Area, and the Seller or the third-party Al service provider shall ensure that appropriate transfer mechanisms are in place where required under applicable data protection law(s).

20.5 The Seller shall implement appropriate technical and organisational measures that the Seller considers appropriate to safeguard data processed through Al Tools, having regard to the nature of the data and the state of the art. The Seller shall ensure that any third‑ party providers of Al Tools engaged by the Seller are subject to appropriate confidentiality, security and data protection obligations that the Seller considers appropriate and/or as required by applicable laws. Upon request of the Buyer, Seller shall provide information on the identity of the third-party Al service providers or the specific organisational and technical measures adopted by the Seller or the third-party Al service provider, the latter to the extent permitted under the commercial terms agreed with the Al third-party service provider.

20.6 The Buyer acknowledges and agrees that outputs generated or supported by Al Tools may be based on automated or probabilistic processes and may contain inaccuracies, limitations or errors. Any such outputs are provided for informational or support purposes only and shall not constitute a warranty or guarantee of accuracy, completeness, reliability or fitness for a particular purpose. The Buyer remains solely responsible for verifying and validating the Al Tool output and for any decisions or actions taken in reliance on such output. Buyer waives any claim against the Seller arising from reliance on such output, to the fullest extent permitted by law.

20.7 The Buyer acknowledges and agrees that data, inputs, interactions, usage data, telemetry, feedback and any other information provided in connection with the use of Al Tools or the Products may be used by the Seller: (a) on an individual basis, to train, calibrate and operate machine learning models that deliver personalised performance optimisation for that specific installation, (b) on an aggregated and anonymised basis for the purposes of improving, developing, training, testing and optimising its Al Tools, products, services and commercial processes, and (c) on an aggregated basis within a defined geographic area, to derive and make available to third parties insights regarding building performance, energy efficiency or similar metrics. Upon reasonable written request, the Seller shall inform the Buyer of general categories of third parties to whom the aggregated insights are made available, and the general purposes for which such insights are shared, provided that the Seller shall not be required to disclose any information that is subject to confidentiality obligations owed to such third parties or that constitutes trade secrets of the Seller. The Seller may retain any such data for the duration it considers necessary and shall not be required to delete aggregated or anonymised data upon termination of the Contract. The Buyer further acknowledges that the Seller is not obligated to share with the Buyer any insights, improvements, models or derivative works arising from such use.

20.8 The Buyer shall not, without the Seller’s prier written consent, reverse-engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code, algorithms, models, weights, training data or other underlying components of any Al Tools used by the Seller in connection with the Products or the Contract.

20.9 The Buyer shall indemnify, defend and hold harmless the Seller from and against ail lasses, liabilities, damages, costs, fines and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Buyer’s use of any Al-generated output in breach of this Clause 20 or in a manner not contemplated by the Contract; (b) any claim by a third party arising from the Buyer’s reliance on or use of Al-generated outputs; or (c) the Buyer’s failure to comply with its own obligations under the EU Al Act or any other applicable Al legislation in its capacity as a deployer or user of the Products.

21. Export Contrais and Sanctions

21.1 The Buyer acknowledges that the Products and any associated software. technology or know‑how may be subject to export contrai laws and economic or \rade sanctions in various jurisdictions. The Buyer shall comply with ail applicable export contrai, sanctions and trade laws and regulations.

21.2 The Buyer represents and warrants that the Products and any associated technology shall not be used. incorporated, transferred, exported, re-exported or supplied, directly or indirectly:

(a) for any military, defence, intelligence or security application, including use in weapons systems, military equipment or military operations, where such use is restricted or prohibited under applicable laws;

(b) for purposes related to chemical, biological or nuclear weapons, missiles or delivery systems capable of delivering such weapons;

(c) in support of terrorist activities; or

(d) in violation of any applicable export contrai laws, \rade restrictions, embargoes or sanctions, including applicable end‑use or end‑user prohibitions.

21.3 The Buyer shall not resell, distribute or otherwise make available the Products or associated technology where it knows, suspects, or has reasonable grounds to believe that they are intended for any prohibited end use or end user described in this clause.

21.4 The Buyer is solely responsible for obtaining ail required licences, permits or authorisations relating to the importation, exportation, re‑exportation or use of the Products and shall bear ail associated costs. The Seller shall not be liable for any delay, suspension, non‑delivery or cancellation resulting from the refusai, revocation or delay of any governmental authorisation or from applicable legal or regulatory restrictions.

21.5 The Seller may suspend performance or terminale the Contract without liability if the Seller reasonably believes that performance would result in a breach of this clause or applicable laws. The Buyer shall indemnify and hold harmless the Seller against ail tosses, fines, penalties, costs, claims or liabilities arising out of or in connection with the Buyer’s breach of this clause or any prohibited end use of the Products.

21.6 Upon reasonable request. the Buyer shall provide information or documentation reasonably required to demonstrate compliance with this clause.

22. Anti‑ Bribery and Anti‑Corruption

22.1 Each party shall comply with ail applicable anti‑bribery and anti‑corruption laws and maintain appropriate policies and contrais to ensure such compliance. Neither party shall offer, promise, give, request or accept any bribe or other improper advantage in connection with the Contract.

22.2 The Buyer shall promptly notify the Seller of any actual or suspected breach of this clause or any request for an improper advantage in connection with the Contract and shall ensure that its employees, agents and representatives act in an ethical manner consistent with applicable law and the Seller’s Code of Responsible Business Conduct. as made available by the Seller from lime to lime.

22.3 Any breach of this clause by the Buyer shall constitute a material breach of the Contraet and shall entitle the Seller to suspend performance or terminate the Contract in accordance with these GTCs. This clause shall survive termination or expiry of the Contract.

23. Force Majeure

23.1 Neither party shall be liable for any delay or failure in the performance of its obligations under the Contract (excluding the Buyer’s obligation to pay for Products delivered) to the extent such delay or failure results from events beyond its reasonable contrai (“Force Majeure”). including, without limitation, natural disasters, lire, flood, war, terrorism, civil unrest. strikes or labour disturbances, pandemics or epidemics, governmental actions, changes in law or regulation, embargoes, power outages, equipment breakdown, shortages of materials or energy, or disruptions a/feeling the Seller or its suppliers.

23.2 The party affected by a Force Majeure event shall notify the other party without undue delay and shall use reasonable efforts to mitigate the effect of the Force Majeure and to resume performance as soon as reasonably practicable. Any relief under this clause shall be limited to the extent the affected party has complied with this obligation.

23.3 If a Force Majeure event continues for a period exceeding sixty (60) days, the Seller may suspend performance or cancel any affected orders without liability. If the Force Majeure event continues for a period exceeding six (6) months, either party may terminale the Contract by written notice, without liability, provided that the Buyer shall remain liable to pay for any Products delivered or services performed prior to termination.

24. Termination

24.1 Either party may terminate the Contract by written notice if the other party commits a material breach of these GTCs or the Contract and where such breach is capable of remedy, faits to remedy it within thirty (30) days of receiving written notice specifying the breach and requiring its remedy.

24.2 The Seller may terminale the Contract with immediate effect by written notice if the Buyer becomes insolvent. enters into liquidation, administration or any analogous insolvency proceedings, arranges with its creditors, or ceases or threatens to cease to carry on business.

24.3 Upon termination or expiry of the Contract for any reason:

(i) ail sums due to the Seller shall become immediately payable; and

(ii) the Buyer shall pay for ail Products delivered or services performed up to the effective date of termination.

24.4 Termination or expiry of the Contract shall be without prejudice to any rights or remedies accrued prier to termination. Any provisions of these GTCs which by their nature are intended to survive termination shall remain in force, including provisions relating to lntellectual Property, Confidentiality, Data Protection, Export Contrais, Anti‑ Bribery and Anti‑Corruption, Limitation of Liability and Governing Law.

25. Miscellaneous

25.1. These conditions and any resulting contract represent the entire agreement between the parties and override ail prier oral or written arrangements related to its subject matter. Each party confirms it has not relied on any statement or assurance not expressly included in these conditions or the contract. Any changes must be made in writing and signed by an authorised representative of the Seller to be valid.

25.2. If any provision of the Contract is found to be invalid, illegal, or unenforceable, it shall be deemed removed without affecting the validity of the remaining terms. ln such cases, the parties shall negotiate in good faith to replace it with a provision that best reflects the original intent.

25.3. Nothing in these Conditions or in any Contract made under them shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.

25.4. Where the Buyer resells, distributes or otherwise makes the Products available to third parties, the Buyer shall ensure that such third parties are subject to appropriate contractual obligations consistent with the principles set out in these GTCs.

25.5. The Buyer remains responsible for its compliance with these GTCs and for ensuring that any resale or onward supply of the Products does not result in a breach of applicable laws or of the Buyer’s obligations under these GTCs.

26. Governing Law and Jurisdiction

26.1 These GTCs, any Contract and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the country and state, if applicable, in which the Seller is incorporated, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

26.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of the country in which the Seller is incorporated in relation to any dispute arising out of or in connection with these GTCs, any Contract or any non-contractual obligations arising out of or in connection with them.

26.3 Each party knowingly, voluntarily and irrevocably waives any right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to these terms, the products or the parties’ relationship.