TERMS AND CONDITIONS OF SALE In these Terms and Conditions of Sale, Emerson Network Power d.o.o.

is herein referred to as the "Seller" and the customer or person or entity purchasing goods ("Goods") and/or licensing software and/or firmware which are preloaded, or to be loaded into Goods ("Software") from Seller is referred to as the "Buyer." "Seller Affiliate" is herein referred to as a company which is directly or indirectly controlled by the ultimate parent company of Seller and which manufacture, assemble or sell Goods and/or license Software to Seller. Contract" is herein referred to these Terms and Conditions of Sale, any price list or schedule, quotation, acknowledgment or invoice from Seller relevant to the sale and license of the Goods and all documents incorporated by specific reference herein or therein. 1. CONTRACT: 1.1 The Contract constitute the complete and exclusive statement of the terms of the agreement governing the sale of Goods by Seller to Buyer and any contrary terms and conditions from Buyer shall not apply, unless otherwise agreed in writing by Seller. Seller reserves the right in its sole discretion to refuse Buyers order. 1.2 The Contract shall become effective only on the date of Seller's acknowledgement order of Buyer's order. If the details of the Goods described in Seller's quotation differ from those set out in Seller's order acknowledgement, the latter shall apply. 1.3 No alteration or variation to the Contract shall apply until agreed in writing by both parties. However, Seller reserves the right to make minor modifications and/or improvements to the Goods before delivery, provided that the performance of the Goods is not adversely affected and that neither the price nor the delivery date is affected. 2. PRICES: 2.1 Unless otherwise specified in writing by Seller, the price specified by Seller for the Goods shall remain in effect for thirty (30) days after the date of Seller's quotation. 2.2 All prices are exclusive of taxes, including value added tax and any similar and other taxes, duties, levies or other like charges arising outside Sellers country in connection with the sale of Goods and Software. 2.3 Prices (a) are for Goods delivered EXW (Ex works) Sellers shipping point, exclusive of transportation, handling, packing and insurance, which are to be borne by Buyer. If the Goods are to be packed by Seller, packing materials are non-returnable. 2.4 Buyers orders with an order value of less than EUR 500 will be charged an administration fee of EUR 200. 2.5 Any current or future tax or governmental charge (or increase in same) affecting Seller's costs of production, sale, or delivery or shipment, or which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery, storage, processing, use or consumption of Goods, shall be for Buyer's account and shall be added to the price.
ENP/L-08:013 Rev A Emerson Network Power d.o.o. Registered Seat: Selska Cesta 93 Registration: 080337322 Commercial Court Revised Date 2008-03-14

3. TERMS OF PAYMENT: 3.1 Unless otherwise specified by Seller, terms are net thirty (30) days from date of Seller's invoice in currency of Sellers quotation. 3.2 Seller shall have the right, among other remedies, either to terminate this Contract or to suspend further performance in the event of the Buyer being in default with any payments under this Contract. 3.3 If any payment owed to Seller is not paid when due, it shall bear interest, at a rate in accordance with applicable law from the date on which it is due until it is paid. 3.4 Should the Sellers payment claim become endangered because of the Buyer's lack of ability to perform such obligation to Seller then Seller shall be entitled to withhold any outstanding deliveries unless the Buyer either has made advance payment as requested by the Seller or provided for any other satisfactory security acceptable to Seller. 4. SHIPMENT AND DELIVERY: 4.1 Buyer, at its option and expense, may inspect and observe the testing by Seller of the Goods for compliance with Seller's standard test procedures prior to shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as is specified by Seller. Any rejection of the Goods must be made promptly by Buyer before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the Goods meet Seller's criteria for such procedures. 4.2 While Seller will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Seller, all delivery dates are approximate and not guaranteed. Seller reserves the right to make partial deliveries. 4.3 If the delivery of the Goods is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses resulting therefrom. Upon placing the Goods into store, delivery shall be deemed to be complete, risk in the Goods shall pass to Buyer and Buyer shall pay Seller accordingly. 4.4 Unless otherwise stated in the Contract, the Goods will be delivered FCA (Free Carrier) Seller's shipping point. Title and Risk of loss of or damage to the Goods shall pass to Buyer upon delivery. "EXW", "FCA", CPT and any other delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms. If it is expressly agreed that Seller is responsible for the insurance of the Goods after their delivery to the carrier, such insurance will be charged at Sellers standard rates. 4.5 Buyer shall inspect Goods delivered to it by Seller immediately upon receipt. Claims for shortfalls in quantity, for incorrect delivery and for obvious defects cannot be made more than 7 days after delivery to Buyer. 5. DOCUMENTATION AND SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third party licensor to Seller shall retain all rights of ownership and title in its respective Software and documentation supplied with the relevant Goods (Documentation), including without limitation all rights of ownership and title in its respective copies of
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such Software and Documentation. Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, non-transferable royalty free license to use the Software incorporated into the Goods and Documentation solely for purposes of Buyer properly utilizing such Goods purchased from Seller. All other Software and Documentation shall be furnished to, and used by, Buyer only after execution of Seller's (or the licensors) applicable standard license agreement, the terms of which are incorporated herein by reference. 6. RETURNED GOODS: Except as otherwise provided with respect to warranty defects in Section 7, advance written permission to return Goods must be obtained from Seller. Such Goods must be current, unused, catalogued Goods and must be shipped, properly packed, transportation prepaid, to Seller. Returns made without proper written permission will not be accepted by Seller. Permission to return Goods is subject to Seller's sole discretion. Seller will at its option replace returned Goods with new Goods or issue a credit equal to the billing price or current price, whichever is lower, from which will be deducted an inspection and repacking charge and the cost of any reconditioning. Seller reserves the right to inspect Goods prior to authorizing return. 7. LIABILITY FOR DEFECTS: 7.1 Subject to the limitations of Section 8, Seller warrants that the Software will execute the programming instructions provided by Seller and that the Goods manufactured by Seller or Sellers Affiliate will be free from defects in material and workmanship and meet Seller's specifications at the time of delivery under normal use and regular service and maintenance for a period of one year from the date of delivery of the Goods by Seller, unless otherwise specified by Seller in writing. Seller does not warrant that the operation of the Software shall be uninterrupted or error free. Consumables, including, without limitation, glass parts and electrodes, membranes, liquid junctions, electrolytes and reagents, o-rings, plastic tubes, elastomers, etc. are warranted to be free from defects in material and workmanship under normal use and service for a period of ninety (90) days from the date of shipment by Seller. If within thirty (30) days after Buyer's discovery of any warranty defects within the warranty period, Buyer notifies Seller thereof in writing, Seller shall, at its option and as Buyers exclusive remedy, repair, correct or replace FCA Seller's Country or refund the purchase price for, that portion of the Goods found by Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects. Goods repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of delivery of the Goods repaired or replaced, whichever is longer. 7.2 This warranty does not extend to any losses or damages due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized modification or alteration, use beyond rated capacity, unsuitable power sources or
ENP/L-08:013 Rev A Emerson Network Power d.o.o. Registered Seat: Selska Cesta 93 Registration: 080337322 Commercial Court

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environmental conditions, improper installation, repair, handling, maintenance or application or any other cause not the fault of Seller. To the extent that Buyer or its agents has supplied specifications, information, representation of operating conditions or other data to Seller in the selection or design of the Goods and the preparation of Seller's quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall be null and void. 7.3 The foregoing constitutes Seller's sole warranty and Buyer's exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods. 8. LIMITATION OF LIABILITY: Notwithstanding any other provision of the Contract, except to the extent prohibited by applicable law, Seller's and Seller Affiliates total liability for any and all damages, claims or causes of action howsoever arising (including, without limitation, damage, claims or causes of action by virtue of tort, by breach of contract, warranty, representation, statutory duty, negligence, strict liability or infringement of Intellectual Property Rights) shall not exceed a sum equal to the price paid by Buyer for the specific Goods provided by Seller. Notwithstanding the foregoing or any other provision of the Contract, Seller and Seller Affiliates shall not be liable in any circumstances (including breach of warranty or representation) for any loss of profits, loss of contracts, increased costs, loss of revenue, loss of use, loss of data and loss or damage to property or for any other incidental, consequential or indirect loss. 9. PATENTS AND COPYRIGHTS: Subject to the limitations of Section 8, Seller warrants that the Goods sold, except as are made specifically for Buyer according to Buyer's specifications, do not infringe any valid patent or copyright in existence as of the date of shipment in any member state of the European Union. This warranty is given upon the condition that Buyer promptly notifies Seller of any claim or suit involving Buyer in which such infringement is alleged and cooperates fully with Seller and permit Seller to control completely the defense, settlement or compromise of any such allegation of infringement. Seller's warranty as to use patents only applies to infringement arising solely out of the inherent operation according to Seller's specifications and instructions (i) of such Goods, or (ii) of any combination of Goods acquired from Seller in a system designed by Seller. In the event such Goods are held to infringe such a patent or copyright in such suit, and the use of such Goods is enjoined, or in the case of a compromise or settlement by Seller, Seller shall have the right, at its option and expense, to procure for Buyer the right to continue using such Goods, or replace them with non-infringing Goods, or modify same to become non-infringing, or grant Buyer a credit for the depreciated value of such Goods and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the agreement as to future deliveries of such Goods, without liability.
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10. FORCE MAJEURE: 10.1 The Contract (other than Buyer's obligation to pay all sums due to Seller in accordance with the Agreement) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or reexports or the failure to grant or the revocation of applicable export licenses), or labour trouble, strike, lockout. Seller shall have no obligation to supply hardware, software or technology or to provide services in the absence of government permits or fulfilment of statutory conditions of exemption from such permits within the framework of import and export control (in particular, according to the regulations applicable in the United States, the European Union and the jurisdiction in which Seller has its registered office or from which components of the Goods are supplied) and the underlying circumstances could not be foreseen by Seller and are outside of Sellers sphere of influence. In the event of revocation of issued government permits or in the event of a change in the applicable statutory import and export control regulations such that Seller is prevented from fulfilling the contract, Seller is discharged from the contractual obligation without any liability of Seller. 10.2 If either party is delayed or prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as at the date of termination. 11. COMPLIANCE WITH LAWS: Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorisations, general licences or licence exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology. In no event shall Buyer use, transfer, release, export or re-export any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licences, authorisations or licence exceptions relating thereto. Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller or any of its affiliates to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials
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or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements. 12. STATUTORY AND OTHER REGULATIONS: 12.1 If Seller's obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller's quotation of any mandatory law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller's obligations under the Contract, the price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate. 12.2 Except to the extent otherwise required by applicable law, Seller shall have no responsibility for the collection, treatment, recovery or disposal of (i) the Goods or any part thereof when they are deemed by law to be 'waste' or (ii) any items for which the Goods or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislation, European Directive 2002/96/EC (WEEE) and related legislation in EU Member States, to dispose of 'waste' Goods or any part thereof, Buyer shall, unless prohibited by applicable law, pay Seller, in addition to the Contract Price, either (i) Seller's standard charge for disposing of such Goods or (ii) if Seller does not have such a standard charge, Seller's costs (including all handling, transportation and disposal costs and a reasonable mark-up for overhead) incurred in disposing of such Goods. 12.3 Buyer's personnel shall, whilst on Seller's premises, comply with Seller's applicable site regulations and Seller's reasonable instructions, including but not limited to those relating to safety, security and electrostatic discharge. 13. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon payment to Seller of Seller's cancellation charges which include, among other things, all costs and expenses incurred, and, to cover commitments made, by the Seller and a reasonable profit thereon. Seller's determination of such termination charges shall be conclusive 14. CHANGES: Buyer may request changes or additions to the Goods and/or Software consistent with Seller's specifications and criteria. In the event such changes or additions are accepted by Seller, Seller may revise the price and dates of delivery. 15. NUCLEAR/MEDICAL: GOODS AND SERVICES SOLD HEREUNDER ARE NOT FOR USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED APPLICATIONS. Buyer accepts goods with the foregoing understanding, agrees to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify and hold harmless Seller from any claims, losses, suits, judgments and damages, including
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incidental and consequential damages, arising from such use, whether the cause of action be based in tort, contract or otherwise, including allegations that the Sellers liability is based on negligence or strict liability. 16. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Seller, and any such assignment, without such consent, shall be void. 17. GENERAL PROVISIONS: 17.1 These terms and conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. 17.2 No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound, and no modification or additional terms shall be applicable to this Contract by Seller's receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein. Any such modifications or additional terms are specifically rejected and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyers assent to any additional or different terms set forth herein. 17.3 No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound. 17.4 If any clause, sub-clause or other provision of the Contract is invalid, void or unenforceable under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract. In case a clause is deemed invalid, void or unenforceable it shall be replaced with a new provision which meets the parties best economic interests. 17.5 Seller enters into the Contract as principal. Buyer agrees to look only to Seller for due performance of the Contract. 17.6 All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. 17.7 All notices and claims in connection with the Contract must be in writing. 17.8 Headings to sections and paragraphs of the Contract are for guidance only and shall not effect the interpretation thereof.
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17.9 The validity, performance, and all other matters relating to the interpretation and effect of this Contract shall be governed by the laws of Croatia. Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only in the courts of Zagreb. Unless otherwise provided in this Contract no action, regardless of form, arising out of transactions relating to this contract, may be brought by either party more than two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the International Sales of Goods shall not apply to this Contract.

ENP/L-08:013 Rev A Emerson Network Power d.o.o. Registered Seat: Selska Cesta 93 Registration: 080337322 Commercial Court

Revised Date 2008-03-14