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5 Sales and Similar Taxes. In addition to any price specified herein, Customer shall pay or reimburse GE for, the gross amount of any present
<br />or future sales. use, excise, income, value-added or other similar tax applicable to the price, sole, licensing, or furnishing of any Product
<br />hereunder, or to their use by G E or Customer, or Customer shall provide G E with evidence of exemption acceptable to the taxing authorities.
<br />If Customerr fails to provide CE with: requested proof of payment or exemption, CIE may pay the taxes due and obtain reimbursement from
<br />Customer. Customer shall pay all it duties and registration fees arising from the sole, license or furnishing of any Product hereunder
<br />6 Payments and Financial Condition.
<br />6.1 Except to the extent otherwise specified by G E in writing, invoices for Product sholl be issued pro rata as shipments are made or services
<br />performed. If GE consents- to delay shipments after completion of any equipment, poyment shall become due, title shall pass and equipment
<br />shall be held at Customer's risk and expense as of the date when GE is prepared to make shipment. Unless otherwise agreed to in writing by
<br />GE, payment terms are net thirty 1301 days from the date of invoice. All payments shall be made without set-off for claims arising out of other
<br />sales by C E.
<br />6.2 If the financial condition of C ustomer of any time does not, in the judgment of G E, justify continued performance on the terms of payment
<br />previously agreed upon, G E may require full or partial payment in advance or shall be entitled to terminate the contract and receive
<br />termination charges. In the event of bankruptcy or insolvency of Customer or in the event any proceeding is brought against C ustomer,
<br />voluntarily or involuntarily, under the bankruptcy or insolvency laws. G E shall be entitled to terminate the agreement at any time during the
<br />period allowed for filing claims against the estate and shall be entitled to payment for its termination charges.
<br />6.3 Payment shall be made in the currency quoted,
<br />6.4 C ustomer shall Frog a monthly late payment charge computed at the rote of 1.5%, or the maximum interest rate permitted by law,
<br />whichever is less, on any past due amount for each calendar month for fraction thereofl that the payment Is overdue, and Customer shall ping
<br />indemnify and save GE harmless from any and all costs and expenses of G E's collections efforts including reasonable attorney's fees, and
<br />costs associated with compromises and judgments arising therefrom. GE retains a security interest and right of possession in the articles until
<br />Customer makes full payment, and Customer agrees to sign documentation at GE's request as reasonably necessary to perfect such interest.
<br />7 Limitations of Liability
<br />7.1 GE'S LIABILITY ON ALL CLAIMS OF ANY KIND. WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING
<br />NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR
<br />RESULTING FROM THIS AGREEMENT, OR THESE TERMS AND CONDITIONS, OR FROM THE PERFORMANCE OR BREACH
<br />THEREOF, OR FROM ANY PRODUCT COVERED BY OR FURNISHED UNDER THE CONTRACT OR ANY EXTENSION OR EXPANSION
<br />THEREOF (INCLUDING REMEDIAL WARRANTY EFFORTS) SHALL IN NO CASE EXCEED THE CONTRACT PRICE OF THE ITEM
<br />GIVING RISE TO THE CLAIM. EXCEPT AS TO TITLE TO ANY EQUIPMENT FURNISHED, ALL SUCH LIABILITY SHALL TERMINATE
<br />UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED HEREIN.
<br />7.21N NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT IINC LUDING NE G LIG E NCE I. STRICT LIABILITY
<br />OR OTHERWISE, SHALL GE, ITS EMPLOYEES AND SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, OR FOR
<br />ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO,
<br />LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT,
<br />FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS FOR SUCH DAMAGES EVEN IF GE HAS
<br />BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND THE CUSTOMER WILL INDEMNIFY GE, ITS EMPLOYEES AND
<br />SUPPLIERS AGAINST ANY SUCH CLAIMS FROM THE CUSTOMER'S CUSTOMERS. IF THE PRODUCT BEING PROVIDED BY GE WILL
<br />BE FURNISHED BY THE CUSTOMER TO ATHIRD PARTY BY CONTRACT OR RELATE TO A CONTRACT BETWEEN THE CUSTOMER
<br />ANDATHIRD PARTY, THE CUSTOMER SHALLOBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING GE AND ITS
<br />SUPPLIERS THE PROTECTION OF THIS AND THE PRECEDING PARAGRAPH 7.1.
<br />7, 3 Unless otherwise agreed by the parties in writing, the Customer has sole responsibility for designing and implementing a solution including
<br />the Products which will meet all appropriate safety requirements and/or standards. G E disclaims all liability for any damages arising as a
<br />result of any non-conformance of the solution of the Customer to safety requirements and/or standards. Products licensed or sold hereunder
<br />are not intended for use in any nuclear facility or activity production of land mines or cluster bombs, or any life-support equipment G E further
<br />disclaims all liability for any damages resulting from dangerous use or misuse of its Products, including use that could result in radiation,
<br />chemical and environmental damages, injury and contamination as well as death, personal injury or severe physical damages. Customer shall
<br />indemnify G E. its employees and agents from all liability resulting from such use(s), whether based on contract, warranty, tort (including
<br />negligence), strict liability or any other legal theory regardless of whether G E had knowledge of the possibility of such damages or not
<br />7.4 If G E furnishes C ustomer with advice or assistance which is not required pursuant to this agreement, the furnishing Of such advice or
<br />assistance will not subject G E to any liabilitg whether in contract, indemnitg warranty tort (including negligence). strict liability or otherwise,
<br />8 Delivery
<br />8.1 Delivery of equipmentwill be trade FCA GE's focifity Ilncoterms 2010). Title to equipment shipped by GE from the United States shall
<br />pass to Customer immediately after each item departs from the territorial land, seas, and overlying airspace of the United S Cates. Title to all
<br />other equipment shall pass when the product is made available for shipment at the point of shipment. Title to services shall pass pro rata as
<br />the services are performed. No title to the Software is transferred.
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<br />G C IP -Terms and Conditions - 130214
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