Quotation

Quote Number-Version: 20251843-0 Date: 12-SEP-2020

Quote Name: 10-09-20 Expiration Date: 10-OCT-2020
Quote Creator: Dipankar Gogoi Page: 1 of 3

Customer Name: Delta Grid Power System Corporation

Customer Number: 207076
Attention: Jun
Customer Fax or Email: dgogoi@qualitrolcorp.com
Bill To: Ship To:
Amon Trading Compound Delta Grid Power System Corporation
E. Rodriguez Jr. Ave. cor. Corporal Cruz street Amon Trading Compound
Pasig City, 1603 E. Rodriguez Jr. Ave. cor. Corporal Cruz street
Philippines Pasig City, 1603
Philippines
Line Item Number Description UOM QTY Unit Extended Inco Named
No Price Price Term Place
1 STB000-00315154 SMART EA 2 1,400.00 2,800.00 EXW
TRANSFORMER
BREATHER

Size 1Kg
Environment STANDARD
Finish C5M
Application LTC
Tube POLYCARBONATE
Additional Features NONE
PCB Enclosure Heater NO(HTR)
Mounting/Connection Style ROUND75
Back Plate Option NO(PLT)

Sub Total: 2,800.00

Estimated Tax: 0.00
Total: 2,800.00 USD
Unless otherwise specified herein:

Quotation is valid for 30 days.

Material is shipped Ex Works.
Pre-pay & Add and Ex Works must be stated on Customer Purchase Order.
Payment terms subject to credit approval.
Shipping and Handling charges to be added at the time of order processing.
Time to ship is standard lead time after receipt of order, subject to confirmation at time of order acceptance.
Lead time is generally 8 working days from order acceptance to ship. Custom units (CS) may require 4 weeks unless specified herein.
Full terms and conditions of sale appear on the attached page labeled "Conditions of Quotation and Sale".
Estimated tax will be calculated at the time of order processing.
All orders must be in the form of a formal Purchase Order (Purchase Order Number, Billing Address, Shipping Address etc.) consistent with
Qualitrol Conditions of Quotation and Sale.
Qualitrol accepts VISA, MASTERCARD, and AMERICAN EXPRESS (U.S. and Canadian orders only).
Minimum order $150.00.

PLEASE REFERENCE THE QUALITROL QUOTATION NUMBER ABOVE WHEN ORDERING.

Qualitrol Company LLC
1385 Fairport Rd
Fairport, NY 14450
United States
Telephone: 585-586-1515
Fax: 585-377-0220
 CONDITIONS OF QUOTATION AND SALE
1. OTHER CONDITIONS OR CHANGES:
Any provisions or conditions of Buyer's order which are in any way inconsistent with, or
in addition to, Seller's terms and conditions shall not be binding on Seller, and shall not
be applicable, except with Seller's written permission. No changes to or modifications
or additions to the terms and conditions on the face or reverse of this form shall be
binding upon Seller unless made in writing and signed by a representative of Seller
duly authorized for that purpose.
2. ACCEPTANCE:
All orders are subject to acceptance by a duly authorized representative of Seller.
3. TAXES:
Prices do not include Federal, State or local taxes, now or hereafter enacted,
applicable to the goods sold, which tax or taxes will be added by Seller to the sales
prices and will be paid by Buyer unless Buyer provides Seller with proper tax
exemption certificate.
4. BUYER TRAINING:
If Services to be provided by Seller include Buyer training, Buyer shall be responsible
to select from its employees those trainees who possess the requisite technical skill,
experience and language fluency appropriate for comprehension of the training and
associated training materials ("Attendees"). Training curriculums and associated
materials are general in nature and are intended only to supplement Attendees' prior
knowledge. Trainings do not replace Buyer's existing practices and procedures
regarding equipment operation, safety and maintenance. The equipment discussed
during trainings and in training materials may differ from or may only partially represent
the equipment which Buyer or its Attendees operate, service or maintain. It is Buyer's
responsibility to ensure that Attendees shall not operate or work on or around any
specific Buyer equipment without first familiarizing Attendees with all applicable safety,
operating and maintenance instructions and procedures relating to Buyer's specific
equipment.
5. SOFTWARE LICENSE:
Seller shall retain all ownership rights and title to software incorporated in or provided
for use with the Goods. Buyer is hereby granted a non-exclusive, Non-transferrable,
royalty-free, perpetual license (without the right to sublicense) to use ordered software
on a single unit of product solely for the operation and maintenance of the Goods.
Buyer shall not to remove, obliterate, or cancel from view any copyright, trademark,
confidentiality or other proprietary notice, mark, or legend appearing on any of the
software or output generated by the software. Buyer agrees not to modify, reverse
engineer, disassemble, or decompile the software, or any portion thereof. The license
may be terminated if Buyer discloses the software to others without Seller's consent.
6. FITTING-UP CHARGES:
Where fitting-up charges are specified, all dies and tools manufactured especially for
this work will be retained by Buyer's use, but remain Seller's property. Seller assumes
full responsibility for the upkeep and repair of tools as long as they remain unaltered
and in continuous use. If Buyer does not order for a period of one (1) year goods
manufactured from such dies and tools, Seller shall have the right to dispose of such
dies and tools as Seller's sole discretion.
7. TITLE AND DELIVERY:
Unless otherwise specified on the face of the order, the goods shall be delivered
Ex Works. Seller's plant, and title thereto and liability for loss, damage or destruction in
transit or thereafter shall pass to Buyer upon Seller's delivery of the goods to a
common carrier for shipment to Buyer.
8. CONTINGENCIES:
Seller shall not be responsible for any delay or failure to perform due to causes
beyond its reasonable control. These causes shall include, but shall not be restricted
to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war
rebellion, labor disputes, labor shortages, transportation, embargoes, or failure or
delays in transportation, inability to secure raw materials or machinery for the
manufacture of its devices, acts of God, acts of the Federal Government or any
agency thereof, acts of any state or local government or agency thereof, and judicial
action. Similar causes shall excuse Buyer for failure to take goods ordered by Buyer,
other than those already in transit, or those especially fabricated and not readily
salable to others.
9. LIMITED WARRANTY.
A. Goods: Seller represents and warrants that any Goods supplied under these
standard terms and conditions will be free from defects in material and
workmanship under normal use, service, and operating conditions. The warranty
period for Goods will be twelve (12) months and begins on the date of shipment.
This warranty extends only to the original buyer and does not apply to fuses,
disposable batteries, or to any Goods that, in Seller's opinion, have been misused,
altered, neglected, contaminated, or damaged by accident or abnormal conditions
of operation or handling. If, within twelve (12) months of the date Goods are
shipped such Goods prove to be defective in material or workmanship under normal
use, service, and operating conditions upon examination and verification by Seller,
this limited warranty for Goods will apply. Seller's warranty obligation for Goods is
limited, at Seller's option, to free of charge repair or replacement of a defective or
non-conforming Good, which is returned to a Qualitrol authorized service center
within the warranty period. Any replacement Goods will be warranted against
defects in material or workmanship for the unexpired portion of the warranty
applicable to the Goods. Warranty claims must be filed by Buyer within the time
period stated above.
Seller warrants Asset Production (AP) Products of its own manufacture against
faulty workmanship or the use of defective materials for a period of five (5) years
from the date of sale by Seller to Buyer
Buyer's remedies under this warranty are specifically limited to repair or
replacement of the defective goods or services that were purchased and are
exclusive of all other remedies. Seller will not be responsible for and assumes no
liability for any costs or expenses associated with removal and reinstallation of
goods, including any opening, uncovering or dismantling of Buyer's property or any
closing, recovering or other tasks required to return Buyer's property to service.
Should these remedies be found inadequate or to have failed of their essential
purpose for any reason whatsoever, Buyer agrees that return of the amounts
received by Seller for said goods or services shall prevent the remedies herein from
failing of their essential purpose and shall be considered by Buyer as a fair,
adequate and exclusive remedy.
This warranty applicable to the Goods will be voided if, in Sellers opinion, either: (a)
the Goods have not been stored, installed, maintained or operated in accordance
with accepted industrial practice or any specific instruction provided by Seller; (b)
the Goods have been subjected to any accident, misapplication, abuse or misuse;
(c) the Goods have been exposed to the elements or environmental conditions
beyond acceptable operating conditions for electrical and electronic equipment, or
were permitted to become wet/damp or freeze ; (d) Buyer has used, repaired or
modified the Goods after discovery of the defect without Seller's prior written
consent; (e) Buyer refused to permit Seller to examine the Goods and any pertinent
operating data to determine the nature of the defect claimed; or (f) Buyer engaged,
employed, or used a third party to repair or replace Seller's defective goods without
Seller's prior written consent..
Prior to the return of any goods to the Seller, the Buyer must obtain authorization
and shipping instructions from the Seller. The goods must be returned with
complete identification in accordance with Seller's instructions. In no event will the
Seller be responsible for goods returned without proper authorization and
identification. The Buyer is responsible for all shipping costs when returning any
goods. Goods, components and parts from any site which may have been exposed
to radiation or hazardous chemical contamination cannot be returned to the Seller
under any circumstances.
A. Services: Seller represents and warrants that the Services provided under these
standard terms and conditions will be performed by qualified individuals in a
professional and workmanlike manner, and that the Services will conform to
industry standards and practices. This warranty extends only to the original buyer.
Seller shall not be liable for a breach of this warranty regarding Services unless
Buyer gives written notice of the defective Services, reasonably described, to Seller
within twelve (12) months from the date of service. Seller's warranty obligation
regarding Services is limited to re-performance of the Services to the extent
required to correct such defect. Any re-performance of Services will be warranted
against defects in material or workmanship for the unexpired portion of the warranty
applicable to the Services. Warranty claims must be filed by Buyer within the time
period stated above.
This warranty applicable to Services will be voided if, in Seller's opinion, either: (a)
the subject of any Services has been altered, repaired or modified following
commissioning/installation by Seller without the prior written agreement of the
Seller; or (b) Buyer engaged, employed or used a third party to commission or
install Seller's equipment, or do corrective services, without Seller's prior written
consent.
This warranty applicable to Services only applies to the original customer and
original site where the work was performed and cannot be assigned to a different
site or location, without the express written consent of the Seller. Notwithstanding
this warranty will not apply to mobilization and logistics associated with the delivery
of warranty at a 3rd party site.
B. Monitoring Devices: Seller's monitoring devices are intended to enhance the
availability and reliability of Buyer's electrical equipment by enabling Buyer to more
readily diagnose and assess the condition of Buyer's equipment. While such
monitoring devices, if used as intended, perform scheduled measurements, record
data and plot measurement trends that characterize the general condition of the
equipment, SELLER, IN ADDITION TO SUCH OTHER LIMITATIONS AS ARE
CONTAINED IN THESE STANDARD TERMS AND CONDITIONS, DOES NOT
WARRANT, GUARANTEE OR REPRESENT THAT THE USE OF SUCH
MONITORING DEVICES WILL PREVENT FAILURE OR DETECT ALL HARMFUL
CONDITIONS IN BUYER'S EQUIPMENT AND THE BUYER ACKNOWLEDGES
THE SAME. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE
MONITORING DEVICES WILL ONLY BE USED ON BUYER'S EQUIPMENT
MATCHING THE SELLER DEFINED APPLICATION AND/OR WRITTEN
 RECOMMENDATIONS. PURCHASE OF ANY PORTABLE OR DEDICATED
MONITORING DEVICE IS FOR USE ONLY IN CONNECTION WITH SELLER'S
SENSORS MOUNTED ON EQUIPMENT LOCATED AT SITES OWNED OR
LEASED BY BUYER, UNLESS OTHERWISE AGREED TO BY SELLER IN
WRITING.
D. Software: Goods may contain or operate through the use of computer software.
SELLER, IN ADDITION TO SUCH OTHER LIMITATIONS AS ARE CONTAINED IN
THESE STANDARD TERMS AND CONDITIONS, DOES NOT WARRANT ANY
SOFTWARE LICENSED BY IT WILL OPERATE OR BE COMPATABLE WITH ANY
GOODS OR PLATFORMS OTHER THAN THOSE THAT ARE SOLD OR
SPECIFIED BY SELLER. EXCEPT AS MAY BE EXPRESSLY WARRANTED IN
WRITING BY SELLER, SELLER DOES NOT WARRANT THAT SOFTWARE WILL
OPERATE OR INTERFACE WITH PLANT OR FACILITY COMPUTER SYSTEMS.
SELLER SHALL NOT BE RESPONSIBLE FOR DAMAGE TO BUYER'S
COMPUTER SYSTEMS, INCLUDING ANY DOWN-TIME OR DEGRADATION IN
PERFORMANCE, UNLESS RESPONSIBILITY FOR SUCH DAMAGES IS
EXPRESSLY ASSUMED BY THE SELLER IN WRITING. SELLER DOES NOT
WARRANT THAT SOFTWARE IS ERROR OR BUG-FREE OR WILL OPERATE
WITHOUT INTERRUPTION. SELLER SHALL, WITHOUT COST, MAKE
AVAILABLE TO BUYER THOSE PATCHES AND SOFTWARE UPGRADES
DEVELOPED BY SELLER FOR A PERIOD OF TWELVE (12) MONTHS
FOLLOWING SOFTWARE DELIVERY.
E. All warranty claims asserted by Buyer must be in writing to Seller. Seller may
request that the Buyer submit sufficient information to reproduce a Good defect.
Seller may charge Buyer a reasonable fee for a visit to the Buyer's site made in
connection with an asserted warranty claim. Under no circumstances will Seller be
liable for any costs and expenses incurred by Buyer (through a third party or
otherwise), in the event Buyer does not first comply with its obligations herein giving
Seller the opportunity to verify any claim.
F. THIS WARRANTY IS BUYER'S SOLE AND EXCLUSIVE REMEDY AND IS IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. SELLER, ITS
AFFILIATES AND ITS VENDORS DISCLAIM ANY IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
NON-INFRINGEMENT, SATISFACTORY QUALITY, TITLE, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE OR THEIR EQUIVALENTS IN ANY
JURISDICTION. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES,
INCLUDING LOSS OF DATA, ARISING FROM ANY CAUSE OR THEORY.
10. NON-WAVER OF DEFAULT:
Each shipment made under any order shall be treated as a separate transaction,
but in the event of any default by Buyer, Seller may decline to make further
shipments without in any way affecting its right under such order. If, despite any
default by Buyer, Seller elects to continue to make further shipments, its action shall
not constitute a waiver of any default by Buyer or in any way affect Seller's legal
remedies for any such default.
11. FINANCIAL CONDITION:
Seller may cancel this order if, in Seller's sole judgement, Buyer's financial
condition does not justify the terms of payment specified, in which case, Seller may
cancel any unfilled orders unless Buyer shall, upon written notice, immediately pay
for all goods delivered or shall pay in advance for all goods ordered but not
delivered, or both, at Seller's option.
12. ASSIGNS:
Any contract made in respect to the sale of goods identified on the face hereof shall
be binding upon and ensure to the benefit of the successors and assigns of the
entire business and good will of either Seller or Buyer, or that part of the business
of either used in the performance of such contract, but shall not be otherwise
assignable.
13. COMPLIANCE: WITH FEDERAL, STATE AND LOCAL LAWS
In the performance of this order, or the order resulting from this quotation, Seller
has complied with and will comply with all applicable Federal, State and local laws
and ordinances and all lawful orders, rules and regulations thereunder, including
but not by way of limitation, the applicable provisions of the Fair Labor Standards
Act of 1938 as amended (29 U.S.C Sec. 201-219), the Walsh-Healy Public Contract
Act and amended (41 U.S.C. Sec. 35-45), and the Eight Hour Law of 1912 as
amended (40 U.S.C. Sec. 324-326). Seller agrees that this statement may be
considered as the written assurance contemplated by the Fair Labor Standards Act
of 1938 as amended that all items delivered hereunder were produced in
compliance with applicable provisions of such Act.
14. PAYMENT TERMS:
Net 30 days from date of invoice, pending credit approval
INTEREST CHARGES: On accounts not paid within 30 days from the end of the
month in which invoices are rendered, interest may be charged at the per annum
rate of 1% over the New York Bank's prime rate from time to time in effect,
beginning on the first of the month following date on which payment is due.
Form 0-722 08/2020 Rev. H
15. DELIVERY SCHEDULE:
Notification of reschedule of orders is required eight weeks or more prior to the
acknowledged shipping date. Seller will accommodate requests for reschedule
which do not allow for this eight-week period with the provision that all
work-in-progress will be shipped in accordance with the original acknowledged
schedule.
16. CANCELLATION:
Orders may be cancelled at any time subject to a cancellation charge determined
by Seller.
17. INSPECTION:
The Buyer shall inspect goods within five (5) business days of receipt of title
thereto, and where Buyer fails to inspect the goods within that time, or having
inspected the goods within that time, or having inspected any goods, fails to notify
Seller of any deficiency or defect within 30 business days of transfer of title to the
Buyer, Buyer shall be deemed to have inspected and approved the goods and shall
have no claim for damages or other compensation in respect of any damage to or
discrepancy in the goods supplied.
18. GOVERNING LAW:
This Agreement is subject to and shall be construed in accordance with the laws of
the State of New York, excluding the Sale of Goods Act, or any replacement
therefore. Each party consents to the non-exclusive jurisdiction of the Courts of the
State of New York with respect to all disputes arising hereunder.
19. PARTIAL INVALIDITY:
Where one or more provisions of this agreement are found to be invalid,
unenforceable or void by any court or tribunal of competent jurisdiction, the
remaining terms and provisions of this Agreement shall be deemed to be severable
from the part so found and shall remain in full force and effect.
20. ANTICORRUPTION:
Buyer represents and warrants to Seller that Buyer shall comply with all local,
national, and other laws of all jurisdictions globally relating to anti-corruption,
bribery, extortion, kickbacks, or similar matters which are applicable to Buyer's
business activities in connection with this Agreement, and that Buyer will take no
action that will cause Buyer or Seller to violate any such laws. It is the intent of
Buyer and Seller, and Buyer represents and warrants to Seller, that no payment of
money or provision of anything of value will be offered, promised, paid or
transferred, directly or indirectly, by any person or entity, to any government official,
government employee, or employee of any company owned in part by a
government, political party, political party official, or candidate for any government
office or political party office to induce such organizations or persons to use their
authority or influence to obtain or retain an improper business advantage for Buyer
or for Seller, or which otherwise constitute or have the purpose or effect of public or
commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other
unlawful or improper means of obtaining business or any improper advantage, with
respect to any of Buyer's activities related in any way to this Agreement, including
without limitation any payment of money or provision of anything of value to any
employee of any customer in order to secure a sale.
21. IMPORT AND EXPORT RESTRICTIONS AND CONTROLS
Products and technical data supplied by Seller are subject to import and export
laws and regulations. Buyer will comply with all applicable restrictions regarding
exports, re-exports, imports and transfers, including obtaining any required U.S. or
other country licenses, authorizations, or approvals. Buyer will inform each of its
customers (where the circumstances suggest the customer may be exporting) of
applicable restrictions on exports, re-exports, or transfers at the time Buyer resells
or otherwise disposes of any product or technical data supplied by Seller to such
customer. Buyer is not permitted to sell or export Seller products to any U.S. OFAC
sanctioned/embargoed countries without the proper export license approval from
the appropriate U.S. Government Department. Buyer agrees to maintain controls
adequate to comply with applicable import and export control laws and regulations.
22. STORAGE FEES
Seller has the right to add a storage fee of up to $100 per day, for orders which
have not been picked up from seller's warehouse within 2 Business Days of written
notification, provided notification is on or after the request date.